GE
      PACKAGED POWER, INC.

    CONTRACT

     

    FOR
      U.S. BASED SALE OF

    EQUIPMENT
      & SERVICES

     

     

    MMC
      Energy Inc

    Escondido

    Energy
      Upgrade Project

     

    2
      May 2008

     

    GE
      AEP Contract Form Rev. 1 (February 10 2003); JEA Rev Dec. 5,
      2005

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Contract
      For U.S. Based Sale of Equipment and Services 

    
      

    

     

    
      1.0
        Table
        of Contents

    

     

    
      	
              1.0

            	     	
              Table
                of Contents

            	 	
              i

            
	
              Article
                1

            	 	
              Definitions

            	 	
              1

            
	
              Article
                2

            	 	
              Scope
                of Supply

            	 	
              1

            
	
              Article
                3

            	 	
              Price

            	 	
              1

            
	
              Article
                4

            	 	
              Options

            	 	
              2

            
	
              Article
                5

            	 	
              Payments

            	 	
              3

            
	
              5.1

            	 	
              Payment
                Schedule

            	 	
              3

            
	
              5.2

            	 	
              Effect
                of Changes in Contract Price

            	 	
              3

            
	
              5.3

            	 	
              No
                Offset

            	 	
              3

            
	
              5.4

            	 	
              Further
                Assurances

            	 	
              4

            
	
              Article
                6

            	 	
              Termination
                by Purchaser for Convenience

            	 	
              4

            
	
              Article
                7

            	 	
              Title
                Transfer, Delivery, Risk of Loss, Shipment to Storage

            	 	
              4

            
	
              7.1

            	 	
              Passage
                of Title

            	 	
              4

            
	
              7.2

            	 	
              Lien
                Waiver

            	 	
              4

            
	
              7.3

            	 	
              Delivery
                and Delivery Point

            	 	
              5

            
	
              7.4

            	 	
              Passage
                of Risk of Loss

            	 	
              5

            
	
              7.5

            	 	
              Shipment
                to Storage

            	 	
              5

            
	
              7.6

            	 	
              Seller’s
                Transportation Service

            	 	
              6

            
	
              Article
                8

            	 	
              Schedule

            	 	
              7

            
	
              Article
                9

            	 	
              Performance
                Guarantees

            	 	
              8

            
	
              Article
                10

            	 	
              Aggregate
                Limitation on Liquidated Damages

            	 	
              11

            
	
              Article
                11

            	 	
              Performance
                Guarantee Testing

            	 	
              11

            
	
              11.1

            	 	
              Performance
                Tests

            	 	
              11

            
	
              11.2

            	 	
              Performance
                Testing

            	 	
              11

            
	
              11.3

            	 	
              Emissions
                Testing

            	 	
              11

            
	
              11.4

            	 	
              Cure
                Period

            	 	
              12

            
	
              11.5

            	 	
              Cost
                of Tests and Re-Tests

            	 	
              12

            
	
              11.6

            	 	
              Degradation

            	 	
              13

            


    

     

    
      	
              MMC
                Energy/ Escondido / Revision 0 /02 May 2008

            	 
	
              GE
                AEP U.S. Contract
                Form Rev. 1(February
                10, 2003;
                JEA Rev Dec. 5, 2005)

            	
              Page i

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Contract
        For U.S. Based Sale of Equipment and Services 

      
        

      

    

    

      
        	
                Article
                  12

              	 	
                Inspection
                  and Factory Tests

              	 	
                13

              
	
                12.1

              	 	
                Inspections
                  and Tests at Seller’s Facilities

              	 	
                13

              
	
                12.2

              	 	
                Inspections
                  and Tests at Suppliers’ Facilities

              	 	
                13

              
	
                12.3

              	 	
                Inspection
                  Not Acceptance

              	 	
                13

              
	
                Article
                  13

              	 	
                Warranty
                  Period

              	 	
                14

              
	
                Article
                  14

              	 	
                Warranty

              	 	
                14

              
	
                14.1

              	 	
                Warranty

              	 	
                14

              
	
                14.2

              	 	
                Remedy

              	 	
                14

              
	
                14.3

              	 	
                Warranty
                  on Remedial Work

              	 	
                15

              
	
                14.4

              	 	
                Exclusions

              	 	
                15

              
	
                14.5

              	 	
                Exclusive
                  Remedies and Warranties

              	 	
                16

              
	
                Article
                  15

              	 	
                Taxes

              	 	
                16

              
	
                15.1

              	 	
                Seller
                  Taxes

              	 	
                16

              
	
                15.2

              	 	
                Purchaser
                  Taxes

              	 	
                16

              
	
                Article
                  16

              	 	
                EEO
                  and Compliance with Laws

              	 	
                16

              
	
                Article
                  17

              	 	
                Pricing
                  and Scope Assumptions

              	 	
                17

              
	
                17.1

              	 	
                Original
                  Equipment Definition

              	 	
                17

              
	
                17.2

              	 	
                Pricing
                  Assumptions

              	 	
                17

              
	
                17.3

              	 	
                Changes
                  to Codes and Standards or to Federal Laws

              	 	
                17

              
	
                17.4

              	 	
                Other
                  Changes to Equipment Scope or Configuration, State or Local Laws,
                  Ambient
                  Site Conditions and Site Requirements

              	 	
                18

              
	
                17.5

              	 	
                Order
                  Definition Meeting

              	 	
                18

              
	
                17.6

              	 	
                Project
                  Manager

              	 	
                18

              
	
                17.7

              	 	
                Automatic
                  Release

              	 	
                18

              
	
                17.8

              	 	
                Permitting
                  Support

              	 	
                18

              
	
                17.9

              	 	
                Global
                  Sourcing.

              	 	
                19

              
	
                17.10

              	 	
                Electronic
                  Communication

              	 	
                19

              
	
                Article
                  18

              	 	
                Changes

              	 	
                19

              
	
                18.1

              	 	
                Purchaser-Initiated
                  Changes

              	 	
                19

              


      

    

    
      	
              18.2

            	 	
              Seller-Initiated
                Changes

            	 	
              19

            
	
              18.3

            	 	
              Contents
                of Draft Change Order

            	 	
              19

            
	
              18.4

            	 	
              Process
                for Concluding Change Order

            	 	
              20

            
	
              18.5

            	 	
              Agreement
                Required

            	 	
              20

            
	
              18.6

            	 	
              Changes
                to Equipment Not Practicable

            	 	
              20

            
	
              Article
                19

            	 	
              Excusable
                Delays

            	 	
              21

            


    

    
       

      
        	
                MMC
                  Energy/ Escondido / Revision 0 /02 May 2008

              	 
	
                GE
                  AEP U.S. Contract
                  Form Rev. 1(February
                  10, 2003;
                  JEA Rev Dec. 5, 2005)

              	
                Page ii

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Contract
        For U.S. Based Sale of Equipment and Services 

      
        

      

    

     

    
      	
              Article
                20

            	 	
              Patents

            	 	
              21

            
	
              20.1

            	 	
              Patent
                Indemnity

            	 	
              21

            
	
              20.2

            	 	
              Exclusions

            	 	
              22

            
	
              Article
                21

            	 	
              General
                Indemnity

            	 	
              22

            
	
              21.1

            	 	
              Seller’s
                Indemnity

            	 	
              22

            
	
              21.2

            	 	
              Purchaser’s
                Indemnity

            	 	
              22

            
	
              Article
                22

            	 	
              Insurance

            	 	
              23

            
	
              22.1

            	 	
              Comprehensive
                General Liability

            	 	
              23

            
	
              22.2

            	 	
              Automobile
                Liability

            	 	
              23

            
	
              22.3

            	 	
              Worker    ’s
                Compensation

            	 	
              24

            
	
              22.4

            	 	
              Certificates
                of Insurance

            	 	
              24

            
	
              22.5

            	 	
              Purchaser’s
                Insurance

            	 	
              24

            
	
              Article
                23

            	 	
              Termination
                for Cause; Suspension

            	 	
              24

            
	
              23.1

            	 	
              Grounds
                for Termination by Purchaser

            	 	
              24

            
	
              23.2

            	 	
              Remedy
                in the Event of Termination by Purchaser

            	 	
              25

            
	
              23.3

            	 	
              Suspension
                by Purchaser

            	 	
              25

            
	
              23.4

            	 	
              Grounds
                for Termination by Seller

            	 	
              25

            
	
              23.5

            	 	
              Remedy
                in the Event of Termination by Seller

            	 	
              26

            
	
              23.6

            	 	
              Suspension
                by Seller

            	 	
              26

            
	
              Article
                24

            	 	
              Limitation
                of Liability

            	 	
              26

            
	
              24.1

            	 	
              Limitation

            	 	
              26

            
	
              24.2

            	 	
              Exclusion
                of Consequential Damages

            	 	
              26

            
	
              24.3

            	 	
              Subsequent
                Purchasers

            	 	
              27

            
	
              24.4

            	 	
              Gratuitous
                Advice

            	 	
              27

            
	
              24.5

            	 	
              “Seller”
                Defined

            	 	
              27

            
	
              24.6

            	 	
              Limitations
                to Prevail

            	 	
              27

            
	
              Article
                25

            	 	
              Proprietary
                Information

            	 	
              28

            
	
              25.1

            	 	
              Confidentiality

            	 	
              28

            
	
              25.2

            	 	
              Exclusions

            	 	
              28

            
	
              Article
                26

            	 	
              Assignment
                and Change in Control

            	 	
              29

            
	
              26.1

            	 	
              Eligible
                Assignees

            	 	
              29

            
	
              26.2

            	 	
              Purchaser’s
                Right to Assign to Eligible Assignees

            	 	
              29

            
	
              26.3

            	 	
              Collateral
                Assignment

            	 	
              30

            
	
              26.4

            	 	
              All
                Other Assignments and Transfers by Purchaser

            	 	
              30

            
	
              26.5

            	 	
              Seller’s
                Right to Assign

            	 	
              30

            
	
              26.6

            	 	
              Conditions

            	 	
              31

            
	
              26.7

            	 	
              Change
                in Control of Purchaser

            	 	
              31

            


    

    
       

      
        	
                MMC
                  Energy/ Escondido / Revision 0 /02 May 2008

              	 
	
                GE
                  AEP U.S. Contract
                  Form Rev. 1(February
                  10, 2003;
                  JEA Rev Dec. 5, 2005)

              	
                Page iii

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Contract
        For U.S. Based Sale of Equipment and Services 

      
        

      

    

     

    
      	
              Article
                27

            	 	
              Dispute
                Resolution

            	 	
              31

            
	
              27.1

            	 	
              Referral
                to Senior Management

            	 	
              31

            
	
              27.2

            	 	
              Arbitration

            	 	
              31

            
	
              Article
                28

            	 	
              Governing
                Law

            	 	
              32

            
	
              Article
                29

            	 	
              Software
                License

            	 	
              33

            
	
              29.1

            	 	
              Grant
                of License

            	 	
              33

            
	
              29.2

            	 	
              Distribution
                and Derivative Works

            	 	
              33

            
	
              29.3

            	 	
              Upgrades

            	 	
              33

            
	
              Article
                30

            	 	
              Contract
                Documents

            	 	
              34

            
	
              Article
                31

            	 	
              Effective
                Date

            	 	
              34

            
	
              Article
                32

            	 	
              Entire
                Agreement

            	 	
              34

            
	
              Article
                33

            	 	
              Miscellaneous
                Provisions

            	 	
              34

            
	
              33.1

            	 	
              Third-Party
                Beneficiaries

            	 	
              34

            
	
              33.2

            	 	
              Export
                Control

            	 	
              35

            
	
              33.3

            	 	
              Survival

            	 	
              35

            
	
              33.4

            	 	
              Non-Waiver

            	 	
              35

            
	
              33.5

            	 	
              Invalidity

            	 	
              35

            
	
              33.6

            	 	
              No
                Nuclear Use

            	 	
              35

            
	
              33.7

            	 	
              Changes
                and Improvements Beyond Scope

            	 	
              35

            
	
              33.8

            	 	
              Counterparts

            	 	
              36

            
	
              Attachment 1

            	 	
              Defined
                Terms

            	 	
              38

            
	
              Attachment 2

            	 	
              Scope
                of Supply

            	 	 
	
              1.1

            	Basic
              Scope Description	 	 
	
              1.1.1

            	 	
              Gas
                Turbine

            	 	 
	
              1.1.2

            	 	
              Generator

            	 	 
	
              1.1.3

            	 	
              Unit
                Enclosure

            	 	 
	
              1.1.4

            	 	
              Gas
                Turbine / Generator Baseplate

            	 	 
	
              1.1.5

            	 	
              Air
                Inlet System

            	 	 


    

    
      	
              1.1.6

            	 	
              Turbine
                Exhaust

            	 	 


    

     

    
      
        	
                MMC
                  Energy/ Escondido / Revision 0 /02 May 2008

              	 
	
                GE
                  AEP U.S. Contract
                  Form Rev. 1
                  (February 10, 2003;
                  JEA Rev Dec. 5, 2005)

              	
                Page iv

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        Contract
          For U.S. Based Sale of Equipment and Services 

        
          

        

      

    

     

    
      	
              1.1.7

            	 	
              Fuel
                System

            	 	 
	
              1.1.8

            	 	
              Lube
                Oil Systems

            	 	 
	
              1.1.9

            	 	
              Electro-Hydraulic
                Start System

            	 	 
	
              1.1.10

            	 	
              Fire
                Protection System

            	 	 
	
              1.1.11

            	 	
              Digital
                Control System

            	 	 
	
              1.1.12

            	 	
              Generator
                Protective Relays

            	 	 
	
              1.1.13

            	 	
              Soak
                Wash System

            	 	 
	
              1.1.14

            	 	
              Component
                Testing and Package Full Load Test

            	 	 
	
              1.1.15

            	 	
              Drawings,
                Data and Manuals

            	 	 
	
              1.1.16

            	 	
              Training

            	 	 


    

    
      	
              1.1.17

            	 	
              Improvements
                and Changes

            	 	 
	
              1.2

            	 	
              Optional
                Equipment and Services Checklist and Descriptions

            	 	 
	
              1.2.1

            	 	
              Factory
                Options

            	 	 
	
              1.2.2

            	 	
              Extended
                Scope Equipment Options

            	 	 
	
              1.2.3

            	 	
              Service
                Options

            	 	 
	
              1.2.4

            	 	
              Factory
                Options Descriptions

            	 	 
	
              1.2.5

            	 	
              Extended
                Scope Equipment Options Descriptions

            	 	 
	
              1.2.6

            	 	
              Extended
                Scope Equipment and Service Options Descriptions

            	 	 
	
              1.3

            	 	
              Limits
                of Seller Scope & Exclusions

            	 	 
	
              1.3.1

            	 	
              Limits
                of Seller Scope

            	 	 
	
              1.3.2

            	 	
              Exclusions

            	 	 


    

     

    
      	
              MMC
                Energy/ Escondido / Revision 0 /02 May 2008

            	 
	
              GE
                AEP U.S. Contract
                Form Rev. 1
                (February 10, 2003;
                JEA Rev Dec. 5, 2005)

            	
              Page v

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Contract
        For U.S. Based Sale of Equipment and Services 

      
        

      

    

     

    
      	
              1.3.3

            	
               

            	
              Codes
                and Standards

            	 	 
	
              1.4

            	Design
              Criteria	 	 
	
              Attachment
                3

            	 	
              Payment
                Schedule

            	 	 
	
              Attachment
                4

            	 	
              Schedule
                of Options

            	 	 
	
              Attachment
                5

            	 	
              Termination
                Schedule

            	 	 
	
              Attachment
                6

            	 	
              Lien
                Waiver Form

            	 	 
	
              Attachment
                7

            	 	
              Scheduled
                RTS Date

            	 	 
	
              Attachment
                8

            	 	
              Test
                Procedures and Protocol

            	 	 
	
              Attachment
                9

            	 	
              Stamped
                Guarantee Sheet

            	 	 
	
              Attachment
                10

            	 	
              Seller
                Equal Employment Opportunity Certificate

            	 	 
	
              Attachment
                11

            	 	
              Typical
                Document List and Schedule

            	 	 
	
              Attachment
                12

            	 	
              Special
                Conditions for On-site Services

            	 	 
	
              Attachment
                13

            	 	
              Special
                Conditions for Training Services

            	 	 
	
              Attachment
                14

            	 	
              GE
                Parent Company Guarantee Template

            	 	 
	
              Attachment
                15

            	 	
              TYPICAL
                Spare Parts Lists

            	 	 
	
              Attachment
                16

            	 	
              GE
                Specifications

            	 	 
	
              Attachment
                17

            	 	
              GE
                2008 Field Service Rates

            	 	 


    

    


    
      	
              MMC
                Energy/ Escondido / Revision 0 /02 May 2008

            	 
	
              GE
                AEP U.S. Contract
                Form Rev. 1
                (February 10, 2003;
                JEA Rev Dec. 5, 2005)

            	
              Page
                vi

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        Contract
          For U.S. Based Sale of Equipment and Services 

        
          

        

         

      

    

    THIS
      AGREEMENT (“Contract”)
      is entered into as of the Effective Date by and between:

     

     

    GE
      PACKAGED POWER, INC.,
      a
      Delaware corporation, having a principal place of business at 1333 West Loop
      South, Houston, Texas 77027 USA (the “Seller”); and MMC Energy, Inc., a New York
      corporation, having a principal place of business at 26
      Broadway, Suite 960, NY, NY, 10004
      (the
“Purchaser”).

     

     

    The
      Purchaser and the Seller are referred to herein individually as a “Party” and
      collectively as the “Parties”.

     

    Recitals

     

    WHEREAS,
      the
      Seller is engaged in the business of manufacturing and delivering various kinds
      of power plant equipment and of providing services and training in support
      of
      the installation and use thereof; and

     

    WHEREAS,
      the
      Purchaser desires to purchase, and the Seller desires to sell the Equipment,
      together with certain installation support and training Services in connection
      with Purchaser’s Project located at 3497
      Main
      St, Escondido, CA,
      all
      subject to the terms set forth herein;

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual promises stated herein, the receipt and sufficiency
      of which is hereby acknowledged, the Parties agree as follows:

     

    
      	
              Article
                1

            	
              Definitions

            


    

     

    Defined
      terms are set forth in Attachment
      1
      to this
      Contract.

     

    
      	
              Article
                2

            	
              Scope
                of Supply

            


    

     

    The
      Seller shall manufacture and deliver the Equipment and perform the associated
      Services as more fully described in Attachment 2, subject to the terms and
      conditions as set forth in this Contract. The Equipment includes one
      (1)
      LM6000PC
      classic
Unit
      and
      associated skids and auxiliary equipment as listed in Article 3
      below.

     

    
      	
              MMC
                Energy/ Escondido / Revision06 /02 May 2008

            	 
	
              GE
                AEPU.S. Contract Form Rev. 1 (February 10, 2003)
                ;
                JEA Rev Dec. 5, 2005

            	
              Page
                1 

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        Contract
          For U.S. Based Sale of Equipment and Services 

        
          

        

      

    

     

    
      	
              Article
                3

            	
              Price

            


    

     

    The
      Purchaser shall pay to the Seller the following “Contract Price” in
      consideration of the Equipment and Services (except Technical Advisory Services
      which shall be priced accordingly to Attachment 12, and transportation which
      shall be priced according to Article 7.6 below):


    
      
        
          	
                  Description

                	 	
                  Price
                    EACH

                  (USD)

                	
                   

                	
                  QTY

                	
                   

                	
                  EXT
                    Price

                  (USD)

                	 
	
                  Gas
                    Turbine Generator Set with:

                  Option
                    A SPRINT® Power Augmentation

                  Option
                    B NOx Control - Water Injection System

                	 	
                  $

                	
                  14,710,000.

                	 	 	
                  1

                	 	
                  $

                	
                  14,710,000.

                	 
	
                  Option
                    C Inlet Air Cooling - Evaporative Cooling

                	 	
                  $

                	
                  402,580.

                	 	 	
                  1

                	 	
                  $

                	
                  402,580.

                	 
	
                  Option
                    D Lube Oil Cooler - Fin/FanNOTE 1

                	 	
                  $

                	
                  44,920.

                	 	 	
                  1

                	 	
                  $

                	
                  44,920

                	 
	
                  Option
                    H DC Backup Lighting

                	 	 	
                  N/A

                	 	 	
                  0

                	 	 	
                  N/A

                	 
	
                  Auxiliary
                    Skid Enclosure

                	 	
                  $

                	
                  125,000.

                	 	 	
                  1

                	 	
                  $

                	
                  125,000.

                	 


        

      

    

     

    NOTE
      1:
      Pricing shown is the ADDER to substitute the fin/fan lube oil cooler in place
      of
      the standard shell and tube cooler.

     

    The
      above
      Contract Price includes
      all options known and exercised at the Contract Effective Date. The Contract
      Price shall
      be
      adjusted as necessary to take into account:

     

    
      	
              (i.)

            	
              Change
                Orders, including those related to the exercise of Options (as defined
                in
                Article
                4)
                that may be exercised after the Contract Effective Date,
                and

            


    

     

    
      	
              (ii.)

            	
              
                
                  Other
                    adjustments specifically provided for in this Contract. Payment
                    shall be
                    made in accordance with the Payment Schedule set forth in
                    Attachment 3 and in accordance with the payment terms and conditions
                    set
                    forth in Article 5 of this
                    Contract.

                

              

            


    

     

    
      Estimated
        Prices shown below for Technical Supervision are INDICATIVE ONLY and provided
        for reference based on scope described in Attachment 2 under Option AAA and
        on
        current effective rates (see Attachment 17). Actual costs to be billed based
        on
        rates in effect at time of service.

    

    

      
        
          	
                  Description

                	 	
                  INDICATIVE Estimated Price

                	 
	
                  Option
                    AAA Technical Supervision (1-Unit Site)

                	 	
                  $

                	
                  492,630

                	 


        

      

    

    
      
         

        
          	
                  MMC Energy/ Escondido / Revision06
                    /02 May 2008

                	 
	
                  GE
                    AEPU.S. Contract Form Rev. 1 (February 10, 2003)
                    ;
                    JEA Rev Dec. 5, 2005

                	
                  Page
                    2 

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Contract
          For U.S. Based Sale of Equipment and Services 

        
          

        

      

    

    
       

      
        	
                Article
                  4

              	
                Options

              


      

       

      The
        Purchaser shall have the right to exercise options to purchase the additional
        Equipment or Services which have been previously and specifically quoted
        to
        Purchaser and which are described in the Attachment 4, within the times and
        at
        the prices therein stated. If any Option is exercised in writing prior to
        the
        option exercise deadline(s) set forth in Attachment 4, the Contract Price
        will
        be automatically adjusted as set forth in the Attachment 4 and the associated
        Payment Schedule and RTS Schedule shall be set forth in a mutually executed
        Change Order.

       

      
        	
                Article
                  5

              	
                Payments

              


      

       

      
        	 	
                5.1

              	
                Payment
                  Schedule

              


      

       

      Payments
        shall be made in accordance with the Payment Schedule set forth in Attachment
        3
        hereto. Payments shall be remitted via wire transfer in compliance with the
        wire
        transfer instructions provided on each invoice. Late payments shall be subject
        to an interest charge equal to two percent in excess of the prime rate as
        published in the Wall Street Journal, calculated from the payment due date
        to
        the date upon which the payment is actually received by the Seller.

       

      
        	 	
                5.2

              	
                Effect
                  of Changes in Contract Price

              


      

       

      If
        any
        adjustment results in an increase to the Contract Price, Purchaser shall
        pay for
        the increase in accordance with the corresponding invoice submitted by Seller.
        If any adjustment results in a decrease in the Contract Price, payments
        previously made shall be retained by the Seller and will be applied to
        subsequent payments as they become due.

       

      
        	 	
                5.3

              	
                No
                  Offset

              


      

       

      Seller
        shall not be responsible for backcharges or field modifications performed
        by
        Purchaser unless Seller authorizes such charges in writing prior to the
        incurrence thereof and Purchaser specifically waives any right of set-off
        relating to such charges. Upon written notification from Purchaser, Seller
        shall
        respond within five (5) business days with approval of the proposed
        modifications or with a plan for the review of the proposed modifications.
        Seller shall not unnecessarily withhold approval of said field modifications
        or
        unnecessarily delay the review process. Any claim or set-off for backcharges
        shall be accompanied by a copy of such written authorization.

       

      
        	
                MMC Energy/ Escondido / Revision06
                  /02 May 2008

              	 
	
                GE
                  AEPU.S. Contract Form Rev. 1 (February 10, 2003)
                  ;
                  JEA Rev Dec. 5, 2005

              	
                Page
                  3 

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        
          Contract
            For U.S. Based Sale of Equipment and Services 

          
            

          

           

        

      

      In
        no
        event shall Purchaser offset any amounts due under this Contract by amounts
        that
        may be due Purchaser from Seller or any of its Affiliates under any other
        agreement, judgment or order.

       

      
        	 	
                5.4

              	
                Further
                  Assurances

              


      

       

      If
        requested by Seller at any time, Purchaser will demonstrate its financial
        capability to continue to carry out its obligations under this Contract.
        This
        demonstration may require that Purchaser furnish adequate payment security
        (which may include a letter of credit, parent guaranty or surety bond in
        a form
        and amount reasonably acceptable to Seller).

       

      
        	
                Article
                  6

              	
                Termination
                  by Purchaser for
                  Convenience

              


      

       

      The
        Purchaser shall have the right to terminate this Contract, at any time for
        its
        convenience, and this termination for convenience shall be effective
        upon:

       

      
        	
                (i.)

              	
                Receipt
                  by the Seller of written notice of
                  termination

              


      

       

      
        	
                (ii.)

              	
                Receipt
                  by the Seller of termination charges in accordance with the Termination
                  Schedule attached to this Contract as Attachment 5. If Purchaser’s payment
                  of the termination charges occurs after Seller receives Purchaser’s
                  termination notice, Seller shall have the right to suspend performance
                  upon receipt of the termination notice and await the payment of
                  termination charges without penalty to Seller. Termination for
                  Cause is
                  addressed in Article 23 of this
                  Contract.

              


      

       

      
        	
                Article
                  7

              	
                Title
                  Transfer, Delivery, Risk of Loss, Shipment to
                  Storage

              


      

       

      
        	 	
                7.1

              	
                Passage
                  of Title

              


      

       

      Title
        to
        each item of Equipment or materials to be shipped from within the United
        States
        to a Site within the United States shall pass to the Purchaser when the Seller
        issues its Notice of RTS indicating that the Equipment is available for shipment
        from the relevant warehouse or factory. Title to the Equipment or materials
        to
        be shipped from a country other than the United States to a Site within the
        United States shall pass to the Purchaser at the port of export immediately
        after the Equipment or materials have been cleared for export. Title to Services
        shall pass to the Purchaser as performed. This Contract assumes that the
        Site
        will be located in the United States. In the event that, for any reason,
        the
        Buyer proposes to use the Equipment at a Site located outside of the United
        States, Seller may request that the Parties enter into a written amendment
        of
        this Contract allowing for high seas title transfer.

       

      
        	
                MMC
                  Energy/ Escondido / Revision 0 /02 May 2008

              	 
	
                GE
                  AEP U.S. Contract
                  Form Rev. 1(February
                  10, 2003;
                  JEA Rev Dec. 5, 2005)

              	
                Page 4

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        
          Contract
            For U.S. Based Sale of Equipment and Services 

          
            

          

        

      

       

      
        	 	
                7.2

              	
                Lien
                  Waiver

              


      

       

      Prior
        to
        remittance of Purchaser’s final payment for the Equipment or Services, Purchaser
        will request that Seller issue a final (one-time) lien waiver in the form
        of
        Attachment 6 to this Contract.

       

      
        	 	
                7.3

              	
                Delivery
                  and Delivery Point

              


      

       

      If
        Purchaser does not elect to use transportation service described in Article
        7.6
        below, Seller shall accomplish Delivery of the Equipment to Purchaser at
        the
        relevant manufacturing facility or warehouse upon Notice of RTS (the “Delivery
        Point”). Terms of Delivery of the Seller Supplied equipment will be EX-Works,
        relevant warehouse or manufacturer’s facility (EXW as per Incoterms 2000).


       

      If
        Purchaser elects to use the transportation service described in Article 7.6
        below, the Delivery Point instead shall be defined to be the Purchaser’s Site,
        and Delivery shall be deemed to have been accomplished by Seller upon arrival
        of
        the transport carrier at the Site but prior to unloading (which shall be
        the
        responsibility of Purchaser). If this Option is selected, terms of Delivery
        of
        the Seller Supplied equipment will be Cost and Insurance Paid to Owner’s jobsite
        (CIP as per Incoterms 2000). The Parties recognize that, in either case,
        Delivery may be deemed to have occurred in the event of a storage situation
        as
        set forth in Article 7.5 below.

       

      
        	 	
                7.4

              	
                Passage
                  of Risk of Loss

              


      

       

      Seller
        shall remain responsible for risk of loss or damage to the Equipment and
        materials incorporated therein until delivered to the Delivery Point (as
        defined
        above, depending upon whether Purchaser elects to use the transportation
        service
        described in Article 7.6 below or make its own transportation arrangements).
        If,
        however, Purchaser is unable to accept the Equipment upon Seller’s Notice of RTS
        and a storage situation is triggered in accordance with Article 7.5 below,
        Seller shall retain risk of loss for the Equipment during the storage period
        only if Seller is directly responsible for storage.

       

      
        	 	
                7.5

              	
                Shipment
                  to Storage

              


      

       

      If
        any
        part of the Equipment cannot be shipped to the Purchaser when ready due to
        any
        cause not attributable to the Seller, the Seller may ship such Equipment
        to
        storage. If the Equipment is placed in storage, including storage at the
        facility where it is manufactured, the following conditions shall
        apply:

      
         

        
          	
                  MMC
                    Energy/ Escondido / Revision 0 /02 May 2008

                	 
	
                  GE
                    AEP U.S. Contract
                    Form Rev. 1(February
                    10, 2003;
                    JEA Rev Dec. 5, 2005)

                	
                  Page 5

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          
            Contract
              For U.S. Based Sale of Equipment and Services 

            
              

            

          

        

      

       

      
        	 	
                (i.)

              	
                Title
                  and risk of loss (including responsibility for insurance coverage)
                  shall
                  thereupon pass to the Purchaser if it had not already
                  passed;

              


      

       

      
        	 	
                (ii.)

              	
                Any
                  amounts otherwise payable to the Seller upon Delivery or title
                  transfer
                  shall be payable upon presentation of the Seller’s invoice(s) and
                  certification of cause for storage;

              


      

       

      
        	 	
                (iii.)

              	
                All
                  expenses incurred by the Seller, such as for preparation for and
                  placement
                  into storage, handling, inspection, preservation, insurance, storage,
                  removal charges and any taxes shall be payable on a monthly basis
                  by the
                  Purchaser upon submission of the Seller’s
                  invoice(s);

              


      

       

      
        	 	
                (iv.)

              	
                The
                  Services provided herein shall be subsequently changed to the rate
                  prevailing at the time of actual use and the Purchaser shall pay
                  the net
                  increase;

              


      

       

      
        	 	
                (v.)

              	
                Seller
                  shall be deemed to have accomplished Delivery of the Equipment
                  per Article
                  7.3 above

              


      

       

      
        	 	
                (vi.)

              	
                If
                  Purchaser has elected to use the transportation services described
                  in
                  Article 7.6 below, upon Purchaser’s notice of its ability to accept
                  Delivery of the Equipment and payment of all amounts due hereunder,
                  the
                  Seller shall resume transportation of the Equipment to the Delivery
                  Point.

              


      

       

      
        	 	
                7.6

              	
                Seller’s
                  Transportation Service

              


      

       

      As
        of the
        Effective Date of this Contract, Purchaser has elected this Option. Purchaser
        shall pay Seller for:

       

      
        	 	
                (i.)

              	
                All
                  fees and expenses including, but not limited to, those covering
                  preparation of consular documents, freight, storage and
                  warehouse-to-warehouse insurance (collectively, “Transport Costs”) plus
                  

              


      

       

      
        	 	
                (ii.)

              	
                A
                  shipping management fee in the amount of
                  either:

              


      

       

      
        	 	
                a.)

              	
                10%
                  of all Transport Costs actually incurred (if Seller receives Purchaser’s
                  election of this Option at least ninety (90) days’ prior to the first
                  Scheduled RTS Date) or

              


      

      
         

        
          	
                  MMC
                    Energy/ Escondido / Revision 0 /02 May 2008

                	 
	
                  GE
                    AEP U.S. Contract
                    Form Rev. 1(February
                    10, 2003;
                    JEA Rev Dec. 5, 2005)

                	
                  Page 6

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          
            Contract
              For U.S. Based Sale of Equipment and Services 

            
              

            

          

        

      

       

      
        	 	
                b.)

              	
                15%
                  of all Transport Costs actually incurred (if Seller receives Purchaser’s
                  election of this Option less than ninety (90) days prior to the
                  first
                  Scheduled RTS Date).

              


      

       

      These
        costs shall be invoiced separately. In performing such service, Seller will
        comply with any reasonable instructions of Purchaser or, in the absence thereof,
        shall act according to its best judgment. In acting on Purchaser’s behalf
        hereunder, Seller shall retain risk of loss for the Equipment during
        transportation, subject to Article 24 of this Contract, but shall not be
        liable
        or otherwise held responsible under this Article or this Contract for any
        delay
        in performance of the transportation service or arrival of the Equipment.
        Seller’s sole and exclusive schedule obligations are set forth in Article 8.
        Claims against Seller for shortages or errors in shipment must be made within
        30
        days after receipt of the Equipment by Purchaser and be accompanied by necessary
        documentation to substantiate the claim. Purchaser may not return Equipment
        without first receiving written permission from Seller and agreeing with
        Seller
        on the terms to cover such return.

       

      
        	
                Article
                  8

              	
                Schedule

              


      

       

      The
        Seller shall provide the Notice of RTS for each Major Component by the date
        set
        forth in the Scheduled RTS Date schedule attached to this Contract as Attachment
        7 (each, a "Scheduled RTS Date"). Partial shipments will be
        allowed.

       

      If
        any
        Major Component is not ready to ship on or before the relevant Scheduled
        RTS
        Date for reasons attributable to the Seller and not excused elsewhere in
        this
        Contract, the Seller shall pay as liquidated damages, and not as a penalty,
        a
        sum calculated in accordance with the table below, until actual Notice of
        RTS
        for such Major Component:

      

        
          	
                  Delay
                    Liquidated Damage Period

                	 	
                  Amount
                    of Delay Liquidated Damages

                	 
	 	 	 	 
	
                  Delay
                    periods below, expiring on the earlier of the date upon which
                    (a) the
                    delay liquidated damages cap is reached or (b) Seller delivers
                    Notice of
                    RTS

                	 	Rate
                  per day per delayed Major Component (not including separately shipped
                  components) during the Delay Liquidated Damage Period	 
	
                  Days
                    1-15

                	 	
                  $5,000

                	 
	
                  Days
                    16-30

                	 	
                  $10,000

                	 
	
                  Days
                    31+

                	 	
                  $20,000

                	 


        

      

       

      No
        grace
        period will apply to Liquidated Damages for equipment that is not delivered
        in
        accordance with the Scheduled RTS Dates in Attachment 7 unless mutually agreed
        by Buyer and Seller. Liquidated
        damage computations shall disregard any accessory to the Major Component
        that is
        shipped separately. For
        purposes of computation of Liquidated Damages, Major Components shall be
        defined
        as follows:

       

      
        	
                MMC
                  Energy/ Escondido / Revision 0 /02 May 2008

              	 
	
                GE
                  AEP U.S. Contract
                  Form Rev. 1(February
                  10, 2003;
                  JEA Rev Dec. 5, 2005)

              	
                Page 7

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

        
           

          
            Contract
              For U.S. Based Sale of Equipment and Services 

            
              

            

          

        

         

      

      Combustion
        Turbine

      Combustion
        Turbine Enclosure

      Turbine
        Control Panel

      Generator

      Generator
        Enclosure

      Sprint
        Skid

      Auxiliary
        Skid

      Water
        Injection Skid

      Fin-Fan
        Cooler Skid

      Inlet
        Air
        Housing and associated components

       

      Minor
        Components that make up the remainder of the material shipped direct, less
        small
        minor items, shall be delivered within 30 days after the Major Components
        ship
        date. Minor Component ship dates and deliveries are not subject to Delay
        Liquidated Damages, as part of this Agreement. Minor
        Component Equipment shall be defined as follows:

       

      Skid
        Interconnection piping and tubing

      CO2
        bottle
        fire protection skid

      Equipment
        that is not considered integral to the operation of the Unit, such as
        miscellaneous components that are typically shipped via box (fasteners, filters,
        etc.)

       

      The
        Seller's liability hereunder for delay liquidated damages shall not exceed
        seven
        and one half percent (7.5%) of the Unit Price. The liquidated damages for
        delay
        in Notice of RTS shall be the Purchaser’s exclusive remedy for and the Seller’s
        sole obligation arising out of delayed Equipment.

       

      Notwithstanding
        the foregoing, the Seller shall have no liability to the Purchaser for
        liquidated damages for delay with respect to any Unit unless, in the reasonable
        discretion of Purchaser, the delay in providing Notice of RTS for such Unit
        is
        the direct cause of an actual delay in the initial commercial operation of
        the
        Project.

       

      If
        any
        drawing set to which drawing delay liquidated damages apply, excluding as-built
        drawings, is not submitted on or before the relevant submittal date indicated
        in
        Attachment 11 for reasons attributable to the Seller and not excused elsewhere
        in this Contract, the Seller shall pay as liquidated damages, and not as
        a
        penalty, $500 per day of delay per drawing set, until actual submittal of
        such
        drawing set. The
        Seller's liability hereunder for drawing delay liquidated damages shall not
        exceed $150,000. The liquidated damages for delay in delivery of drawings
        shall
        be the Purchaser's exclusive remedy for and the Seller's sole obligation
        arising
        out of delayed delivery of the drawings or data, excluding as-built
        drawings.

       

      
        	
                MMC
                  Energy/ Escondido / Revision 0 /02 May 2008

              	 
	
                GE
                  AEP U.S. Contract
                  Form Rev. 1(February
                  10, 2003;
                  JEA Rev Dec. 5, 2005)

              	
                Page 8

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        
          Contract
            For U.S. Based Sale of Equipment and Services 

          
            

          

        

      

       

      
        	
                Article
                  9

              	
                Performance
                  Guarantees

              


      

       

      When
        tested in accordance with Attachment 8 and subject to the conditions specified
        in Attachment 8 and Attachment 9, the Seller guarantees that the Equipment
        will
        achieve the output, heat rate and NOx
        emissions level set forth in the Stamped Guarantee Sheet attached hereto
        as
        Attachment 9. If the performance of the Unit fails to achieve the output
        or heat
        rate Performance Guarantees after the final performance test provided for
        in
        Article 11 below, the Seller shall pay to the Purchaser as liquidated damages,
        and not as a penalty, a sum calculated in accordance with the table below
        for
        each Unit that fails to achieve the output or heat rate Performance
        Guarantees:

      

        
          
            	
                    Criterion

                  	 	
                    Test
                      Measurement Point

                  	 	
                    Liquidated
                      Damages

                  
	
                    Output

                  	 	
                    At
                      Generator Terminals

                  	 	
                    $1,000
                      for each kW below the applicable Performance Guarantee

                  
	
                    Heat
                      Rate 

                  	 	
                    At
                      Turbine Fuel Meter

                  	 	
                    $5,000
                      for each btu/kWh (LHV) above the applicable Performance
                      Guarantee

                  
	
                    NOx,
                      CO, VOC Emissions

                  	 	
                    At
                      Turbine Exhaust Flange

                  	 	
                    Liquidated
                      damages not applicable. In lieu of any damages, Seller has
                      a one-time duty
                      to adjust and repair the Unit until the Performance Guarantee
                      for NOx, CO,
                      and VOC is met. (Must Meet
                      Remedy).

                  


          

        

      

       

      The
        Seller's aggregate liability hereunder for liquidated damages for failure
        to
        achieve the output Performance Guarantee shall not exceed seven and one half
        percent (7.5%) of the Unit Price. The Seller’s aggregate liability hereunder for
        liquidated damages for failure to achieve the heat rate Performance Guarantee
        shall not exceed seven and one half percent (7.5%) of the Unit Price. The
        liquidated damages for failure to achieve the Performance Guarantees and
        the
        corrective action to be taken by the Seller for deficiencies in performance
        shall be the Purchaser’s exclusive remedies for and the Seller’s sole
        obligations arising out of such deficiencies.

       

      
        	
                MMC
                  Energy/ Escondido / Revision 0 /02 May 2008

              	 
	
                GE
                  AEP U.S. Contract
                  Form Rev. 1(February
                  10, 2003;
                  JEA Rev Dec. 5, 2005)

              	
                Page 9

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        Contract
          For U.S. Based Sale of Equipment and Services 

        
          

        

      

       

      In
        addition to the Performance Guarantees for output and heat rate, when tested
        in
        accordance with Attachment 8 and subject to the conditions set forth in
        Attachment 8 and Attachment 9, the Seller guarantees that each Unit will
        meet
        the Minimum Performance Criteria. If when first so tested, the Unit fails
        to
        meet the Minimum Performance Criteria, in lieu of liquidated damages, the
        Seller
        shall have a one-time duty to adjust and repair the Unit until the Minimum
        Performance Criteria is met (Must Meet Remedy).

       

      Notwithstanding
        the foregoing, the Seller shall have no liability to the Purchaser for
        liquidated damages for failure to achieve the Performance Guarantees with
        respect to any Unit unless the Purchaser suffers economic harm as a result
        of
        the failure of such Unit to achieve the Performance Guarantees.

       

      If
        the
        performance of the Unit exceeds the Performance Guarantees for either output
        or
        heat rate, then the Purchaser shall pay to the Seller as a bonus an amount
        calculated in accordance with the table below:

       

      
        	
                MMC
                  Energy/ Escondido / Revision 0 /02 May 2008

              	 
	
                GE
                  AEP U.S. Contract
                  Form Rev. 1(February
                  10, 2003;
                  JEA Rev Dec. 5, 2005)

              	
                Page 10

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Contract
        For U.S. Based Sale of Equipment and Services 

      
        

      

       

      
        	
                Criterion

              	
                Bonus

              
	
                Output

              	
                50%
                  of the Liquidated Damage rate for output for each kW above the
                  applicable
                  Performance Guarantee for output

              
	
                Heat
                  Rate

              	
                50%
                  of the Liquidated Damage rate for heat rate for each btu/kWh (LHV)
                  below
                  the applicable Performance Guarantee for heat
                  rate

              


      

       

      For
        avoidance of doubt, liquidated damages and/or bonus for output and heat rate
        shall be calculated on an individual Unit basis.

       

      
        	
                Article
                  10

              	
                Aggregate
                  Limitation on Liquidated
                  Damages

              


      

       

      The
        Seller's overall aggregate liability hereunder for all forms of liquidated
        damages provided for in this Contract shall not exceed fifteen percent (15%)
        of
        the Unit Price. The Parties agree that the amount of liquidated damages set
        forth above are reasonable in light of the anticipated harm caused by the
        breach
        of duty related thereto and the difficulties of proof of loss and inconvenience
        or non-feasibility of obtaining any adequate remedy and the Parties are stopped
        from contesting the validity or enforceability of such liquidated damages.
        

       

      
        	
                Article
                  11

              	
                Performance
                  Guarantee Testing

              


      

       

      
        	 	
                11.1

              	
                Performance
                  Tests

              


      

       

      The
        performance tests shall be arranged and conducted by the Purchaser or its
        designee unless specifically stated below.

       

      
        	 	
                11.2

              	
                Performance
                  Testing

              


      

       

      The
        tests
        for output and heat rate shall be performed using the testing procedures
        and
        protocol set forth in Attachment 8 and subject to conditions set forth in
        Attachment 8 and Attachment 9, and shall be conducted immediately following
        the
        start-up period after the Seller has conducted final check-out of the Unit.
        If
        the output and heat rate tests are not conducted within the first 200 fired
        hours, degradation shall be applied in accordance with Article 11.6.


      
        
           

          
            	
                    MMC
                      Energy/ Escondido / Revision 0 /02 May 2008

                  	 
	
                    GE
                      AEP U.S. Contract
                      Form Rev. 1(February
                      10, 2003;
                      JEA Rev Dec. 5, 2005)

                  	
                    Page 11

                  


          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            
              Contract
                For U.S. Based Sale of Equipment and Services 

              
                

              

            

          

        

      

       

      
        	 	
                11.3

              	
                Emissions
                  Testing

              


      

       

      If
        required, Purchaser or its designee shall conduct the emissions tests at
        the
        engine exhaust. Purchaser shall provide Seller a copy of the initial compliance
        test report, as submitted to the relevant air quality management
        agency.

       

      
        	 	
                11.4

              	
                Cure
                  Period

              


      

       

      If
        when
        first tested, the Unit does not meet the heat rate or output Performance
        Guarantees or the NOx and CO emissions guarantees, the Seller shall be afforded
        sixty (60) calendar days, plus Delay Days if any, of access to the Unit to
        undertake corrective action. During this period, Seller’s access to the
        Equipment will not impact dispatch or revenue opportunities and all Seller
        activities shall be coordinated with the Purchaser. If the Seller requests
        access to the machine to correct the non-compliance and the Purchaser does
        not
        provide access to the machine due to revenue opportunities or any other reason
        as may be required by the Purchaser, the Seller shall be afforded, on a day
        per
        day basis, the number of days equal to the delay which shall be defined as
        a
        Delay Day. The Unit will be re-tested when the Seller so requests, but in
        any
        event at the end of this cure period. The degradation correction provided
        in
        section 11.6 below will be in effect during the hours of Purchaser
        operation.

       

      For
        the
        purpose of the cure period for VOC emissions, if when first tested, the Unit
        does not meet the VOC emissions guarantee, the Seller shall be afforded sixty
        (60) calendar days, plus Delay Days if any, of access to the Unit to undertake
        corrective action. During this period, Seller’s access to the Equipment will not
        impact dispatch or revenue opportunities and all Seller activities shall
        be
        coordinated with the Purchaser. If the Seller requests access to the machine
        to
        correct the non-compliance and the Purchaser does not provide access to the
        machine due to revenue opportunities or any other reason as may be required
        by
        the Purchaser, the Seller shall be afforded, on a day per day basis, the
        number
        of days equal to the delay which shall be defined as a Delay Day. The Unit
        will
        be re-tested when the Seller so requests, but in any event at the end of
        this
        cure period. 

       

      
        	 	
                11.5

              	
                Cost
                  of Tests and Re-Tests

              


      

       

      The
        Purchaser shall perform the initial performance tests at its cost. The Seller
        shall be notified of, and shall be represented at all such tests. If a re-test
        is required and to the extent the Seller was the cause of such re-test, the
        actual cost of the retest will be borne by the Seller. The actual cost of
        the
        re-test shall mean:

       

      
        	 	
                (i.)

              	
                Cost
                  of special test personnel or special operating personnel provided
                  by the
                  Purchaser

              


      

       

      
        	 	
                (ii.)

              	
                Cost
                  of special instrumentation and equipment (including rental cost)
                  and
                  including required calibration of the
                  instrumentation

              


      

       

      
        	
                MMC
                  Energy/ Escondido / Revision 0 /02 May 2008

              	 
	
                GE
                  AEP U.S. Contract
                  Form Rev. 1(February
                  10, 2003;
                  JEA Rev Dec. 5, 2005)

              	
                Page
                  12

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        
          Contract
            For U.S. Based Sale of Equipment and Services 

          
            

          

        

      

       

      
        	 	
                (iii.)

              	
                The
                  Seller’s personnel cost, but in no event whatsoever will the Seller be
                  responsible for the cost of fuel or other consumables, normal operating
                  personnel, or any other such cost typically borne by the
                  Purchaser.

              


      

       

      
        	 	
                11.6

              	
                Degradation

              


      

       

      In
        conducting the initial performance test or re-tests, the performance of the
        Unit
        shall not be adjusted for degradation until such Unit has operated in excess
        of
        two hundred (200) hours. The Seller’s degradation curve shall be used to
        determine the adjustment for Unit output and Unit heat rate.

       

      
        	
                Article
                  12

              	
                Inspection
                  and Factory Tests

              


      

       

      
        	 	
                12.1

              	
                Inspections
                  and Tests at Seller’s Facilities

              


      

       

      Upon
        the
        Purchaser’s request and with the Seller’s prior written consent, the Purchaser’s
        inspector shall be provided access to the Seller’s facilities to obtain
        information on production progress and make inspections. Such access will
        be
        limited to areas concerned with the Equipment and shall not include restricted
        areas where work of a proprietary nature is being conducted. The Seller shall,
        in its sole discretion, determine the extent of the Purchaser’s access to the
        Seller’s facilities and the extent of factory testing to be conducted on the
        Equipment during normal business hours. 

       

      
        	 	
                12.2

              	
                Inspections
                  and Tests at Suppliers’ Facilities

              


      

       

      Subject
        to the conditions set forth in the foregoing paragraph, the Seller will make
        reasonable efforts to obtain for the Purchaser’s access to its Suppliers’
facilities for the purposes described in the paragraph above.

       

      
        	 	
                12.3

              	
                Inspection
                  Not Acceptance

              


      

       

      The
        Purchaser’s inspection of the Equipment or its failure to inspect does not
        relieve the Seller of its obligation to fulfill the requirements of this
        Contract, nor is it to be construed as acceptance by the Purchaser.

       

      
        	
                MMC
                  Energy/ Escondido / Revision 0 /02 May 2008

              	 
	
                GE
                  AEP U.S. Contract
                  Form Rev. 1(February
                  10, 2003;
                  JEA Rev Dec. 5, 2005)

              	
                Page 13

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        
          Contract
            For U.S. Based Sale of Equipment and Services 

          
            

          

        

      

       

      
        	
                Article
                  13

              	
                Warranty
                  Period

              


      

       

      The
        Seller shall warrant the Equipment and the Services on the terms set forth
        in
        Article 14 below for twelve (12) months following the date fuel is first
        combusted in the Unit at the Site, 4,000 operating hours or eighteen (18)
        months
        following the date of Seller’s Notice of RTS, whichever period shall first
        expire (the “Warranty Period”), provided, however, that the warranty applicable
        to the Training Services shall be solely as set forth in Article 14
        below.

       

      
        	
                Article
                  14

              	
                Warranty

              


      

       

      
        	 	
                14.1

              	
                Warranty

              


      

       

      The
        Seller warrants to the Purchaser that:

       

      
        	 	
                (i.)

              	
                The
                  Equipment to be delivered
                  hereunder:

              


      

       

      
        	 	
                a.)

              	
                shall
                  be fit for the purpose of generating electric power when operated
                  in
                  accordance with the Seller’s specific written operation instructions and,
                  in the absence thereof, in accordance with generally accepted operation
                  practices of the electric power producing industry
                  and

              


      

       

      
        	 	
                b.)

              	
                shall
                  be free from defects in material, workmanship and
                  title;

              


      

       

      
        	 	
                (ii.)

              	
                The
                  Services shall be performed in a competent, diligent
                  manner.

              


      

       

      
        	 	
                14.2

              	
                Remedy

              


      

       

      If
        the
        Equipment delivered or Services performed hereunder do not meet the above
        warranties during the Warranty Period set forth in Article 13 of this Contract,
        the Purchaser shall promptly notify the Seller in writing and make the Equipment
        available promptly for correction. The Seller shall thereupon correct any
        defect, at its option by:

       

      
        	 	
                (i.)

              	
                Reperforming
                  the defective Services

              


      

       

      
        	 	
                (ii.)

              	
                Repairing
                  the defective part of the Equipment

              


      

       

      
        	 	
                (iii.)

              	
                Providing
                  necessary replacement parts, including shipment of parts to Owner’s
                  site

              


      

       

      Purchaser
        shall, at Seller’s option, return any defective part that is replaced by Seller
        at Seller’s expense to Seller’s facility within thirty (30) days from the date
        of written instruction by Seller. The Seller shall provide technical advisory
        Services reasonably necessary for any such repair of the Equipment, but the
        Seller shall not be responsible for:

       

      
        	 	
                (iv.)

              	
                Removal
                  or replacement of structures or other parts of the facility
                  and

              


      

       

      
        	
                MMC
                  Energy/ Escondido / Revision 0 /02 May 2008

              	 
	
                GE
                  AEP U.S. Contract
                  Form Rev. 1(February
                  10, 2003;
                  JEA Rev Dec. 5, 2005)

              	
                Page 14

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

        
           

          
            Contract
              For U.S. Based Sale of Equipment and Services 

            
              

            

          

        

         

      

      
        	 	
                (v.)

              	
                Site
                  labor for installation of parts or
                  components.

              


      

       

      If
        a
        defect in the Equipment or part thereof identified during the warranty period
        cannot be corrected by the Seller’s reasonable efforts,
        upon
        mutual agreement by both Parties, the Parties
        will negotiate an equitable adjustment in price with respect to such Equipment
        or part thereof. The condition of any tests shall be mutually agreed upon
        and
        the Seller shall be notified of and may be represented at, all tests that
        may be
        made

       

      
        	 	
                14.3

              	
                Warranty
                  on Remedial Work

              


      

       

      Any
        re-performed service or repaired or replacement part furnished under this
        warranty shall carry warranties on the same terms as set forth above in Article
        13. 

       

      
        	 	
                (i.)

              	
                The
                  remainder of the original Warranty Period or


              


      

       

      
        	 	
                (ii.)

              	
                Six
                  (6) months from the date of such re-performance, repair or
                  replacement.

              


      

       

      In
        any
        event the repair/replacement warranty period and the Seller’s responsibilities
        set forth herein for such repaired or replacement part shall end no later
        than
        six (6) months after expiration of the original Warranty Period. 

       

      
        	 	
                14.4

              	
                Exclusions

              


      

       

      The
        Seller does not warrant the Equipment or any repaired or replacement parts
        against normal wear and tear, including that due to environment or operation,
        including excessive operation at peak capability, frequent starting, type
        of
        fuel, detrimental air inlet conditions or erosion, corrosion or material
        deposits from fluids. The warranties and remedies set forth herein are further
        conditioned upon:

       

      
        	 	
                (i.)

              	
                The
                  proper storage, installation, operation, and maintenance of the
                  Equipment
                  and conformance with the operation instruction manuals (including
                  revisions thereto) provided by the Seller and/or its Subcontractors
                  or
                  Suppliers, as applicable (including any required warranty preservation
                  services in the event of long term storage) and


              


      

       

      
        	 	
                (ii.)

              	
                Repair
                  or modification pursuant to the Seller’s instructions or approval.
                  

              


      

       

      The
        Purchaser shall keep proper records of operation and maintenance during the
        Warranty Period. These records shall be kept in the form of logsheets and
        copies
        shall be submitted to the Seller upon its request.

       

      
        	
                MMC
                  Energy/ Escondido / Revision 0 /02 May 2008

              	 
	
                GE
                  AEP U.S. Contract
                  Form Rev. 1(February
                  10, 2003;
                  JEA Rev Dec. 5, 2005)

              	
                Page 15

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        
          Contract
            For U.S. Based Sale of Equipment and Services 

          
            

          

        

      

       

      
        	 	
                14.5

              	
                Exclusive
                  Remedies and Warranties

              


      

       

      Except
        for:

       

      
        	 	
                (i.)

              	
                The
                  performance liquidated damages for output and heat rate
                  and

              


      

       

      
        	 	
                (ii.)

              	
                If
                  applicable, any one-time Must Meet Remedy set forth in Article
                  9, the
                  preceding paragraphs of this Article set forth the sole and exclusive
                  remedies for all claims based on failure of or defect in the Equipment
                  and
                  Services provided under this Contract, whether the failure or defect
                  arises before or during the Warranty Period and whether a claim,
                  however
                  instituted, is based on contract, indemnity, warranty, tort (including
                  negligence), strict liability or
                  otherwise.

              


      

       

      The
        foregoing warranties are exclusive and are in lieu of all other warranties
        and
        guarantees whether written, oral, implied or statutory. NO IMPLIED STATUTORY
        WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL
        APPLY.

       

      
        	
                Article
                  15

              	
                Taxes

              


      

       

      
        	 	
                15.1

              	
                Seller
                  Taxes

              


      

       

      The
        Contract Price includes applicable corporate and individual taxes that are
        measured by net income or profit and are imposed by any governmental authority
        of any country on the Seller, its employees, Subcontractors or Suppliers
        due to
        the execution or performance of this Contract.

       

      
        	 	
                15.2

              	
                Purchaser
                  Taxes

              


      

       

      The
        Contract Price excludes any sales, use, excise, value added, gross receipts,
        consumption, franchise, property, or similar taxes imposed by any federal,
        state, or local government. All such taxes shall be for the account of and
        shall
        be paid directly by the Purchaser. If Purchaser is exempt from any such taxes,
        Purchaser will provide Seller adequate documentation of exemption in accordance
        with the taxing authority requirements prior to title transfer. If Purchaser
        is
        exempt from any Purchaser Taxes, Purchaser will provide Seller adequate
        documentation of exemption in accordance with the taxing authority regulations
        at least sixty (60) days prior to the Scheduled RTS Date of the
        Equipment.

       

      
        	
                Article
                  16

              	
                EEO
                  and Compliance with Laws

              


      

       

      The
        Seller shall perform its obligations hereunder in compliance with the legal
        requirements set forth in the Equal Employment Opportunity Certificate attached
        hereto as Attachment 10.

       

      
        	
                MMC
                  Energy/ Escondido / Revision 0 /02 May 2008

              	 
	
                GE
                  AEP U.S. Contract
                  Form Rev. 1(February
                  10, 2003;
                  JEA Rev Dec. 5, 2005)

              	
                Page 16

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        
          Contract
            For U.S. Based Sale of Equipment and Services 

          
            

          

        

      

       

      
        	
                Article
                  17

              	
                Pricing
                  and Scope Assumptions

              


      

       

      
        	 	
                17.1

              	
                Original
                  Equipment Definition

              


      

       

      The
        original Equipment definition is established in Attachment 2.

       

      
        	 	
                17.2

              	
                Pricing
                  Assumptions

              


      

       

      The
        Contract Price is based on the engineering and manufacture of the Equipment
        in
        accordance with the Seller’s design criteria, manufacturing processes and
        procedures and quality assurance programs, so as to comply with:

       

      
        	 	
                (i.)

              	
                Those
                  portions of the codes and standards identified in Attachment 2
                  which the
                  Seller has deemed applicable to the Equipment (“Codes and
                  Standards”)

              


      

       

      
        	 	
                (ii.)

              	
                The
                  applicable United States Federal Laws in effect as of the Notice
                  to
                  Proceed (“Federal Laws”)

              


      

       

      
        	 	
                (iii.)

              	
                The
                  ambient site conditions (including temperature, humidity, elevation
                  and
                  any seismic or wind-loading requirements) identified by Purchaser
                  prior to
                  Notice to Proceed and set forth in Attachment 2 (“Ambient Site
                  Conditions”)

              


      

       

      
        	 	
                (iv.)

              	
                Those
                  site-specific environmental requirements (including those governing
                  emissions and noise) identified by Purchaser prior to Notice to
                  Proceed
                  and set forth in Attachment 2 (“Site
                  Requirements”)

              


      

       

      
        	 	
                (v.)

              	
                Those
                  State and Local Laws identified by Purchaser in Attachment
                  2.

              


      

       

      
        	 	
                17.3

              	
                Changes
                  to Codes and Standards or to Federal
                  Laws

              


      

       

      If
        any
        change to the Codes and Standards or any change in Federal Law requires a
        change
        to the Equipment, the Seller shall be entitled to a Change Order that includes
        equitable adjustments to the Contract Price, Scheduled RTS Date and other
        provisions of the Contract that are impacted. In addition, during the
        manufacturing process at its discretion, Seller may make minor changes to
        the
        Equipment without entering into a Change Order, provided that such minor
        changes
        do not alter the Contract Price or Scheduled RTS Date.

       

      
        	
                MMC
                  Energy/ Escondido / Revision 0 /02 May 2008

              	 
	
                GE
                  AEP U.S. Contract
                  Form Rev. 1(February
                  10, 2003;
                  JEA Rev Dec. 5, 2005)

              	
                Page 17

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    Contract
      For U.S. Based Sale of Equipment and Services 

    
      

    

     

    
      	 	
              17.4

            	
              Other
                Changes to Equipment Scope or Configuration, State or Local Laws,
                Ambient
                Site Conditions and Site
                Requirements

            


    

     

    Except
      as
      set forth in this Article, changes to the Equipment and Services can be made
      only as provided in Article
      18.

     

    
      	 	
              17.5

            	
              Order
                Definition Meeting

            


    

     

    Unless
      otherwise agreed, the Seller will schedule an Order Definition Meeting within
      thirty (30) days of execution of this Contract. The Seller will advise the
      Purchaser of the final drawing delivery schedule during the Order Definition
      Meeting.

     

    
      	 	
              17.6

            	
              Project
                Manager

            


    

     

    No
      later
      than the date of the Order Definition Meeting, the Purchaser will appoint an
      individual person as its Project Manager, will authorize that person to act
      on
      its behalf and will identify that person to the Seller. The Purchaser hereby
      represents to the Seller that the person so identified will be authorized to
      act
      on behalf of the Purchaser in matters connected with this Contract or the
      Project.

     

    
      	 	
              17.7

            	
              Automatic
                Release

            


    

     

    If
      the
      Purchaser fails to provide any information required by this Article within
      the
      times herein specified, or if the Parties are not able to reach agreement as
      to
      the substance of a Change Order to which the Seller is entitled pursuant to
      this
      Article by the conclusion of the Order Definition Meeting, the Seller will
      deliver the Equipment as originally described in Attachment
      2.

     

    
      	 	
              17.8

            	
              Permitting
                Support

            


    

     

    Purchaser
      shall have sole responsibility for, and risk associated with, application for
      and maintenance of all permits, including but not limited to site-related,
      construction and environmental permits. The Seller shall provide reasonable
      assistance to the Purchaser in its endeavors relating to the permitting of
      the
      Site and cooperate by providing information for the purpose of obtaining the
      permits. In undertaking such assistance, the Seller shall not be obligated
      to
      incur out-of-pocket costs and expenses without reimbursement from the
      Purchaser.

    

      
        	
                MMC
                  Energy/ Escondido / Revision06 /02 May 2008

              	 
	
                GE
                  AEPU.S. Contract Form Rev. 1 (February 10, 2003)
                  ;
                  JEA Rev Dec. 5, 2005

              	
                Page 18

              


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Contract
        For U.S. Based Sale of Equipment and Services 

      
        

      

    

     

    
      	
            	17.9	
              Global
                Sourcing.

            


    

     

    The
      Seller reserves the right in its discretion to obtain, source, subcontract,
      manufacture, fabricate and assemble the Equipment and any of its components
      and
      systems outside the United States or from non-domestic concerns, or both; it
      being understood that the quality standards and warranties of the Seller under
      the Contract shall be adhered to in all cases irrespective of source. Seller
      shall be responsible for those direct costs associated with its global sourcing
      and manufacturing activities that occur prior to title transfer to
      Purchaser.

     

    
      	 	
              17.10

            	
              Electronic
                Communication

            


    

     

    The
      Parties agree to use the Seller’s Customer Collaboration System as the primary
      medium for the storage and transmittal of drawings, specifications and project
      reports. The current Customer Collaboration System is Project Net. Selected
      individuals of the Purchaser and the Purchaser’s Engineer shall have access to
      Project Net such that drawings and documents can be accessed and downloaded
      at
      any time by either party. Registration instructions and link for access to
      Project Net by the Purchaser and the Purchaser’s Engineer shall be available
      within 10 working days following the conclusion of the Order Definition
      Meeting.

     

    
      	
              Article
                18

            	
              Changes

            


    

     

    
      	 	
              18.1

            	
              Purchaser-Initiated
                Changes

            


    

     

    The
      Purchaser shall have the right to request that the Seller consider changes
      to
      the Equipment or the Services, including modifications, alterations or
      additions. If the Purchaser wishes to request such a change, the Purchaser
      shall
      notify the Seller in writing. Within fifteen (15) days after receipt of such
      notice (unless otherwise extended by mutual agreement), the Seller shall advise
      the Purchaser of the feasibility of the requested change, and shall submit
      to
      the Purchaser a draft Change Order, unless the matter requires further
      investigation and research in which case Seller will provide an estimate of
      the
      time frame in which Seller will be able to submit a detailed response to
      Purchaser.

     

    
      	 	
              18.2

            	
              Seller-Initiated
                Changes

            


    

     

    If
      the
      Seller wishes to propose a change, or if the Seller is entitled to a Change
      Order pursuant to the provisions of this Contract, the Seller shall submit
      to
      the Purchaser a draft Change Order.

     

    
      	
              MMC
                Energy/ Escondido / Revision06 /02 May 2008

            	 
	
              GE
                AEPU.S. Contract Form Rev. 1 (February 10, 2003)
                ;
                JEA Rev Dec. 5, 2005

            	
              Page 19

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Contract
        For U.S. Based Sale of Equipment and Services 

      
        

      

    

     

    
      	
            	18.3	
              Contents
                of Draft Change Order

            


    

     

    The
      draft
      Change Order shall include:

     

    
      	 	
              (i.)

            	
              A
                technical description of the proposed change in such detail as the
                Purchaser may reasonably require,

            


    

     

    
      	 	
              (ii.)

            	
              A
                lump sum firm price adjustment (increase or decrease) in the Contract
                Price, if any, caused by the proposed
                change

            


    

     

    
      	 	
              (iii.)

            	
              All
                potential effect(s), if any, on the Scheduled RTS Date, or any other
                schedule or date for performance by the Seller
                hereunder

            


    

     

    
      	 	
              (iv.)

            	
              All
                potential effect(s), if any, on the Seller's ability to comply with
                any of
                its obligations hereunder, including the Seller's warranties and
                Performance Guarantees.

            


    

     

    
      	 	
              18.4

            	
              Process
                for Concluding Change Order

            


    

     

    The
      Purchaser shall, within ten (10) days from the date of receipt of such
      information, either approve or disapprove the draft Change Order in writing
      or
      request additional time to consider the draft Change Order. If the Purchaser
      approves the Change Order, the Purchaser and the Seller shall then sign the
      Change Order that shall operate as an amendment to this Contract.

     

    
      	 	
              18.5

            	
              Agreement
                Required

            


    

     

    All
      changes under this contract shall be subject to mutual agreement, and no Change
      Order will be effective until signed by both Parties.

     

    
      	 	
              18.6

            	
              Changes
                to Equipment Not Practicable

            


    

     

    If
      the
      Seller determines that any change to the Equipment contemplated in the
      immediately preceding paragraphs is not practicable, the Seller will so notify
      the Purchaser and the Purchaser:

     

    
      	 	
              (i.)

            	
              May
                terminate this Contract in accordance with Article
                6
                of
                this Contract.

            


    

     

    
      	 	
              (ii.)

            	
              May
                direct completion without change.

            


    

     

    
      	
              MMC
                Energy/ Escondido / Revision06 /02 May 2008

            	 
	
              GE
                AEPU.S. Contract Form Rev. 1 (February 10, 2003)
                ;
                JEA Rev Dec. 5, 2005

            	
              Page 20

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Contract
        For U.S. Based Sale of Equipment and Services 

      
        

      

    

     

    
      	
              Article
                19

            	
              Excusable Delays

            


    

     

    The
      Seller shall not have any liability or be considered to be in breach or default
      of its obligations under this Contract to the extent that performance of such
      obligations is delayed or prevented, directly or indirectly, due
      to:

     

    
      	 	
              (i)

            	
              Causes
                beyond its reasonable control; or

            


    

     

    
      	 	
              (ii)

            	
              Acts
                of God, acts (or failures to act) of governmental authorities, fires,
                severe weather conditions, earthquakes, strikes or other labor
                disturbances, floods, war (declared or undeclared), epidemics, civil
                unrest, riots, delays or accidents in transportation and car or
                transporter shortages; or

            


    

     

    
      	 	
              (iii)

            	
              Acts
                (or omissions) of the Purchaser including failure to
                promptly:

            


    

     

    
      	 	
              (a.)

            	
              Provide
                the Seller with information and approvals necessary to permit the
                Seller
                to proceed with work immediately and without interruption,
                or

            


    

     

    
      	 	
              (b.)

            	
              Comply
                with the terms of payment; or

            


    

     

    
      	 	
              (iv)

            	
              Shipment
                to storage in accordance with Article 7.5
                above.

            


    

     

    The
      Seller shall notify the Purchaser of any such delay and strive to mitigate
      the
      delay to the extent practicable. The Scheduled RTS Date or other date of
      performance shall be extended for a period of time necessary to overcome the
      effect of such excusable delay. If the Seller is delayed by acts or omissions
      of
      the Purchaser, or by the prerequisite work of the Purchaser’s other contractors
      or suppliers, the Seller shall also be entitled to an equitable price
      adjustment.

     

    
      	
              Article
                20

            	
              Patents

            


    

     

    
      	 	
              20.1

            	
              Patent
                Indemnity

            


    

     

    The
      Seller agrees to indemnify and hold harmless the Purchaser from any rightful
      claim of any third party that any Equipment manufactured by the Seller and
      furnished hereunder infringes any United States registered patent. If the
      Purchaser notifies the Seller promptly of the receipt of any such claim, does
      not take any position adverse to the Seller regarding such claim and gives
      the
      Seller information, assistance and exclusive authority to settle and defend
      the
      claim, the Seller shall, at its own expense and option, either:

     

    
      	 	
              (i.)

            	
              Settle
                or defend the claim or any suit or proceeding and pay all damages
                and
                costs awarded in it against the Purchaser,
                or

            


    

     

    
      	 	
              (ii.)

            	
              Procure
                for the Purchaser the right to continue using the Equipment,
                or

            


    

     

    
      	 	
              (iii.)

            	
              Modify
                the Equipment so that it becomes non-infringing,
                or

            


    

     

    
      	
              MMC
                Energy/ Escondido / Revision06 /02 May 2008

            	 
	
              GE
                AEPU.S. Contract Form Rev. 1 (February 10, 2003)
                ;
                JEA Rev Dec. 5, 2005

            	
              Page 21

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Contract
        For U.S. Based Sale of Equipment and Services 

      
        

      

    

     

    
      	 	
              (iv.)

            	
              Replace
                the Equipment with non-infringing Equipment;
                or

            


    

     

    
      	 	
              (v.)

            	
              Remove
                the infringing product and refund the
                price.

            


    

     

    If,
      in
      any suit arising from such a claim, the continued use of the Equipment for
      the
      purpose intended is forbidden by any court of competent jurisdiction, the Seller
      shall at its option take one or more of the actions under (ii.),
      (iii.),
      (iv.),
      or
(v.)
      above.
      The foregoing states the entire liability of the Seller for patent infringement
      of any Equipment.

     

    
      	 	
              20.2

            	
              Exclusions

            


    

     

    The
      above
      paragraph shall not apply to:

     

    
      	 	
              (i.)

            	
              Any
                Equipment which is manufactured to the Purchaser’s design
                or

            


    

     

    
      	 	
              (ii.)

            	
              The
                use of any equipment furnished under this Contract in conjunction
                with any
                other apparatus or material not furnished by Seller, the combined
                use of
                which in and of itself gives rise to a claim of
                infringement.

            


    

     

    As
      to any
      Equipment or use described in the preceding sentence, the Seller assumes no
      liability whosoever for patent infringement.

     

    
      	
              Article
                21

            	
              General
                Indemnity

            


    

     

    
      	 	
              21.1

            	
              Seller’s
                Indemnity

            


    

     

    Subject
      to Article
      24
      the
      Seller agrees to indemnify and hold harmless the Purchaser from:

     

    
      	 	
              (i.)

            	
              Any
                physical damage to the property of third parties
                or

            


    

     

    
      	 	
              (ii.)

            	
              Injury
                to persons, including death, to the extent resulting directly from
                the
                negligence of the Seller or its officers, servants, agents, employees,
                and/or assigns while engaged in activities under this
                Contract.

            


    

     

    
      	 	
              21.2

            	
              Purchaser’s
                Indemnity

            


    

     

    The
      Purchaser shall likewise indemnify and hold harmless the Seller
      from:

     

    
      	 	
              (i.)

            	
              Any
                physical damage to property of third parties
                or

            


    

     

    
      	
              MMC
                Energy/ Escondido / Revision06 /02 May 2008

            	 
	
              GE
                AEPU.S. Contract Form Rev. 1 (February 10, 2003)
                ;
                JEA Rev Dec. 5, 2005

            	
              Page 22

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Contract
        For U.S. Based Sale of Equipment and Services 

      
        

      

    

     

    
      	 	
              (ii.)

            	
              Injury
                to persons, including death, to the extent resulting directly from
                the
                negligence of the Purchaser, its officers, servants, agents, employees,
                and/or assigns while engaged in activities relating to this
                Contract.

            


    

     

    
      	 	
              21.3

            	
              Concurrent
                Liability

            


    

     

    In
      the
      event such damage or injury is caused by the joint or concurrent negligence
      of
      the Seller and the Purchaser, the loss shall be borne by each Party in
      proportion to its negligence.

     

    
      	 	
              21.4

            	
              Limitation

            


    

     

    For
      purposes of this Article, “third parties” shall not include:

     

    
      	 	
              (i)

            	
              The
                Purchaser or the Owner;

            


    

     

     

    
      	 	
              (ii)

            	
              The
                subsidiaries, parents, Affiliates, agents, successors or assigns
                of the
                Purchaser or the Owner, including any operation or maintenance contractor;
                or 

            


    

     

    
      	 	
              (iii)

            	
              Any
                party:

            


    

     

    
      	 	
              (a.)

            	
              With
                any equity interest in the foregoing entities, or
                

            


    

     

    
      	 	
              (b.)

            	
              With
                a security interest of any nature in any such entity’s assets or property,
                or

            


    

     

    
      	 	
              (c.)

            	
              Which
                claims or seeks to claim any of the rights, powers or privileges
                of the
                Purchaser or Owner under this Contract or claims or seeks to claim
                as a
                third party beneficiary of the Purchaser or Owner under this
                Contract.

            


    

     

    
      	
              Article
                22

            	
              Insurance

            


    

     

    
      	 	
              22.1

            	
              Comprehensive
                General Liability

            


    

     

    The
      Seller shall furnish and maintain Comprehensive General Liability insurance
      with
      limits of not less than $1,000,000 per occurrence for bodily injury or death,
      and $1,000,000 per occurrence property damage plus Contractual Liability
      coverage.

     

    
      	
            	22.2	
              Automobile
                Liability

            


    

     

    The
      Seller shall furnish and maintain automobile liability insurance with limits
      of
      not less than $1,000,000 for each person, $1,000,000 for each occurrence and
      $1,000,000 for property damages.

     

    
      	
              MMC
                Energy/ Escondido / Revision06 /02 May 2008

            	 
	
              GE
                AEPU.S. Contract Form Rev. 1 (February 10, 2003)
                ;
                JEA Rev Dec. 5, 2005

            	
              Page 23

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Contract
        For U.S. Based Sale of Equipment and Services 

      
        

      

    

     

    
      	 	
              22.3

            	
              Worker’s
                Compensation

            


    

     

    The
      Seller will comply with all federal and state workers compensation or similar
      laws that might impose any charge or liability on the Purchaser in connection
      with this Contract.

     

    
      	 	
              22.4

            	
              Certificates
                of Insurance

            


    

     

    Upon
      written request by the Purchaser, the Seller shall furnish the Purchaser with
      certificates of insurance evidencing that insurance has been provided to meet
      the above requirements. Such certificates shall state that no material change
      or
      cancellation can be effected without thirty (30) days prior written notice
      to
      the Purchaser.

     

    
      	 	
              22.5

            	
              Purchaser’s
                Insurance

            


    

     

    The
      Seller shall be included as an additional insured on the Purchaser’s or Owner’s
      All Risk/Builder's Risk Insurance Policy, which will include a waiver of rights
      of subrogation against the Seller. The deductible under this policy shall be
      for
      Purchaser’s account.

     

    
      	
              Article
                23

            	
              Termination
                for Cause; Suspension

            


    

     

    
      	 	
              23.1

            	
              Grounds
                for Termination by Purchaser

            


    

     

    The
      Purchaser shall have the right to terminate this Contract for cause in the
      event
      that the Seller:

     

    
      	 	
              (i)

            	
              Becomes
                insolvent, makes an assignment for the benefit of its creditors,
                has a
                receiver or trustee appointed for the benefit of its creditors, or
                files
                for protection from creditors under any bankruptcy or insolvency
                laws;
                or

            


    

     

    
      	 	
              (ii)

            	
              Substantially
                breaches and fails to comply or perform its material obligations
                hereunder
                (but only with respect to a material obligation for which this Contract
                does not provide exclusive remedies), provided
                that:

            


    

     

    
      	 	
              (a.)

            	
              The
                Purchaser shall first have provided the Seller with written notice
                of the
                nature of such breach and of the Purchaser’s intention to terminate the
                Contract as a result of such breach,
                and

            


    

     

    
      	 	
              (b.)

            	
              The
                Seller shall have failed within thirty (30) days after receipt of
                such
                notice (or such extended period as is considered reasonable by the
                Parties) either

            


    

     

    
      	
              MMC
                Energy/ Escondido / Revision06 /02 May 2008

            	 
	
              GE
                AEPU.S. Contract Form Rev. 1 (February 10, 2003)
                ;
                JEA Rev Dec. 5, 2005

            	
              Page 24

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Contract
        For U.S. Based Sale of Equipment and Services 

      
        

      

    

     

    
      	 	
              i.

            	
              To
                commence to cure such breach and diligently thereafter to pursue
                such
                cure, or

            


    

     

    
      	 	
              ii.

            	
              To
                provide reasonable evidence that no such breach has
                occurred.

            


    

     

    
      	 	
              23.2

            	
              Remedy
                in the Event of Termination by
                Purchaser

            


    

     

    If
      the
      Purchaser terminates this Contract as provided above, the Purchaser shall pay
      the Seller that portion of the Contract Price allocable to the Equipment title
      transferred or Services performed prior to the termination notice. If the
      payments received by the Seller as of the date of such termination are in excess
      of such portion of the Contract Price, the Seller shall return the excess of
      such payments to the Purchaser. To the extent that Purchaser has paid for
      Equipment that has not yet been title transferred to Purchaser as of the date
      of
      the termination notice, Purchaser may elect to either:

     

    
      	 	
              (i.)

            	
              Continue
                to receive delivery of the Equipment upon full and complete payment
                for
                the Equipment or

            


    

     

    
      	 	
              (ii.)

            	
              Forego
                delivery and title transfer of the Equipment in exchange for a refund
                of
                the portion of the Contract Price allocable to the Equipment that
                has not
                been title transferred to Purchaser (in which case Seller shall retain
                title to such Equipment).

            


    

     

    
      	 	
              23.3

            	
              Suspension
                by Purchaser

            


    

     

    It
      is
      expressly agreed that the Purchaser shall have no right to suspend manufacture
      of the Equipment except to the extent that Purchaser elects to exercise its
      rights hereunder to terminate this Contract for convenience or Seller
      default.

     

    
      	 	
              23.4

            	
              Grounds
                for Termination by Seller

            


    

     

    The
      Seller shall have the right to terminate this Contract for cause in the event
      that the Purchaser:

     

    
      	 	
              (i)

            	
              Becomes
                insolvent, makes an assignment for the benefit of its creditors,
                has a
                receiver or trustee appointed for the benefit of its creditors, or
                files
                for protection from creditors under any bankruptcy or insolvency
                laws;
                or

            


    

     

    
      	
              MMC
                Energy/ Escondido / Revision06 /02 May 2008

            	 
	
              GE
                AEPU.S. Contract Form Rev. 1 (February 10, 2003)
                ;
                JEA Rev Dec. 5, 2005

            	
              Page 25

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Contract
        For U.S. Based Sale of Equipment and Services 

      
        

      

    

     

    
      	 	
              (ii)

            	
              Fails
                to make any payment when due or to fulfill any payment conditions
                as set
                forth in the Contract, provided
                that:

            


    

     

    
      	 	
              (a.)

            	
              The
                Seller shall first have provided the Purchaser with written notice
                of the
                nature of such failure and of the Seller’s intention to terminate the
                Contract as a result of such failure,
                and

            


    

     

    
      	 	
              (b.)

            	
              The
                Purchaser shall have failed within thirty days after receipt of such
                notice to correct such failure. 

            


    

     

    
      	 	
              23.5

            	
              Remedy
                in the Event of Termination by
                Seller

            


    

     

    If
      the
      Seller terminates this Contract as provided above, the Purchaser shall pay
      to
      the Seller the charges set forth in the Termination Schedule.

     

    
      	 	
              23.6

            	
              Suspension
                by Seller

            


    

     

    The
      Seller shall have the right to suspend all work on the Equipment or Services
      immediately upon the failure of the Purchaser to make any payment when due.
      The
      Seller shall further have the right to suspend any shipment of the Equipment
      if
      all payments due prior to the applicable Scheduled RTS Date have not been made.
      Any cost incurred by the Seller in accordance with any such suspension
      (including storage costs) shall be payable by the Purchaser upon submission
      of
      the Seller’s invoice(s). Performance of the Seller’s obligations shall be
      extended for a period of time reasonably necessary to overcome the effects
      of
      such suspension, except that Seller’s suspension shall not be deemed to extend
      the Warranty Period hereunder.

     

    
      	
              Article
                24

            	
              Limitation
                of Liability

            


    

     

    
      	 	
              24.1

            	
              Limitation

            


    

     

    The
      total
      liability of the Seller, on all claims of any kind, whether in contract,
      warranty, indemnity, tort (including negligence), strict liability, or
      otherwise, arising out of the performance or breach of the Contract or use
      of
      any Equipment shall not exceed the portion of the Contract Price allocable
      to
      the portion of the Equipment giving rise to the claim. All liability under
      this
      Contract shall terminate two (2) years after the Notice of RTS for the
      Unit.

     

    
      	
              MMC
                Energy/ Escondido / Revision06 /02 May 2008

            	 
	
              GE
                AEPU.S. Contract Form Rev. 1 (February 10, 2003)
                ;
                JEA Rev Dec. 5, 2005

            	
              Page 26

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Contract
        For U.S. Based Sale of Equipment and Services 

      
        

      

    

     

    
      	 	
              24.2

            	
              Exclusion
                of Consequential Damages

            


    

        

    In
      no
      event, whether as a result of breach of contract, warranty, indemnity, tort
      (including negligence), strict liability, or otherwise, shall the Seller or
      its
      Subcontractors or Suppliers be liable for loss of profit or revenues, loss
      of
      use of the Equipment or any associated equipment, cost of capital, cost of
      substitute equipment, facilities, services or replacement power, downtime costs,
      fines or penalties charged to Purchaser for failure to meet permits, claims
      of
      the Purchaser’s and/or Owner’s customers for such damages, or for any special,
      consequential, incidental, indirect or exemplary damages and the Purchaser
      shall
      indemnify the Seller against such claims of the Purchaser’s and/or Owner’s
      customers.

     

    
      	 	
              24.3

            	
              Subsequent
                Purchasers

            


    

     

    The
      Purchaser covenants and agrees that, in the event it seeks to transfer or assign
      the Equipment and Services to any other third party, it shall, as a condition
      to
      such transfer or assignment, cause such third party to acknowledge and accept
      the restrictions and limitations afforded under this Contract for the benefit
      of
      the Seller and its Subcontractors and Suppliers, including the provisions of
      this Article. If the Purchaser fails to obtain acknowledgement from the
      subsequent purchasers, the Purchaser shall indemnify, defend and hold the Seller
      harmless from and against any and all claims in excess of these restrictions
      and
      limitations made by any subsequent purchasers of the Equipment or Services
      against the Seller for loss or damage arising out of the performance or
      non-performance of the Equipment or Services provided under this
      Contract.

     

    
      	 	
              24.4

            	
              Gratuitous
                Advice

            


    

     

    If
      the
      Seller furnishes the Purchaser with advice or assistance concerning any
      products, systems or work which is not required pursuant to this Contract,
      the
      furnishing of such advice or assistance will not subject the Seller to any
      liability, whether in contract, warranty, indemnity, tort (including
      negligence), strict liability or otherwise.

     

    
      	 	
              24.5

            	
              “Seller”
                Defined

            


    

     

    For
      the
      purposes of this Article, the term "Seller" shall mean the Seller, its
      Affiliates, Subcontractors and Suppliers of any tier, and their respective
      agents and employees, whether individually or collectively.

     

    
      	
            	24.6	
              Limitations
                to Prevail

            


    

     

    The
      provisions of this Article shall prevail over any conflicting or inconsistent
      provisions contained in any of the documents comprising this Contract, except
      to
      the extent that such provisions further restrict the Seller's
      liability.

     

    
      	
              MMC
                Energy/ Escondido / Revision06 /02 May 2008

            	 
	
              GE
                AEPU.S. Contract Form Rev. 1 (February 10, 2003)
                ;
                JEA Rev Dec. 5, 2005

            	
              Page 27

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Contract
        For U.S. Based Sale of Equipment and Services 

      
        

      

    

     

    
      	
              Article
                25

            	
              Proprietary
                Information

            


    

     

    
      	 	
              25.1

            	
              Confidentiality

            


    

     

    At
      the
      time of furnishing confidential or proprietary information, the Parties shall
      expressly designate by label, stamp, or other written communication that the
      information or documentation furnished is confidential. The receiving Party
      agrees:

     

    
      	 	
              (i.)

            	
              To
                treat such information as
                confidential,

            


    

     

    
      	 	
              (ii.)

            	
              To
                restrict the use of such information to matters relating to performance
                of
                the Contract, and

            


    

     

    
      	 	
              (iii.)

            	
              To
                restrict access to such information to its employees whose access
                is
                necessary in the implementation of the
                Contract.

            


    

     

    The
      receiving Party may release confidential Information to its agents, consultants
      and Affiliates (“Representatives”), provided that these
      Representatives:

     

    
      	 	
              (i.)

            	
              Are
                informed of the confidential and proprietary nature of the confidential
                information and agree to be bound by the same standard of care as
                the
                receiving Party,

            


    

     

    
      	 	
              (ii.)

            	
              Have
                a need to know the confidential
                information,

            


    

     

    
      	 	
              (iii.)

            	
              Limit
                their use of the confidential information solely to purposes related
                to
                the Project and

            


    

     

    
      	 	
              (iv.)

            	
              Are
                not competitors of Seller.

            


    

     

    Confidential
      information will not be reproduced without the other Party’s prior written
      consent, and all copies of written information will be returned upon request
      except to the extent that such information is to be retained by the receiving
      Party pursuant to the Contract.

     

    
      	 	
              25.2

            	
              Exclusions

            


    

     

    The
      foregoing restrictions do not apply to information which is:

     

    
      	 	
              (i.)

            	
              Contained
                in a printed publication which was released to the public by the
                disclosing Party prior to the date of the
                Contract;

            


    

     

    
      	 	
              (ii.)

            	
              Or
                becomes, publicly known otherwise than through a wrongful act of
                the
                receiving Party, its employees, or
                agents;

            


    

     

    
      	
              MMC
                Energy/ Escondido / Revision06 /02 May 2008

            	 
	
              GE
                AEPU.S. Contract Form Rev. 1 (February 10, 2003)
                ;
                JEA Rev Dec. 5, 2005

            	
              Page 28

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Contract
        For U.S. Based Sale of Equipment and Services 

      
        

      

    

     

    
      	 	
              (iii.)

            	
              In
                possession of the receiving Party, its employees, or agents prior
                to
                receipt from the disclosing Party, provided that the person or persons
                providing the same have not had access to the
                information;

            


    

     

    
      	 	
              (iv.)

            	
              Furnished
                to others by the disclosing Party without restrictions similar to
                those
                herein on the right of the receiving party to use or
                disclose;

            


    

     

    
      	 	
              (v.)

            	
              Approved
                in writing by the disclosing Party for disclosure by the receiving
                Party,
                its agents or employees to a third party
                or

            


    

     

    
      	 	
              (vi.)

            	
              Provided
                to Purchaser’s financing party under notice and requirement of
                confidentiality.

            


    

     

    Upon
      receipt of a demand or request for the disclosure of confidential information,
      the receiving Party shall promptly notify the other Party and afford the Party
      an opportunity to seek a protective order or other appropriate form of security
      or remedy. In the event that the Parties fail to obtain a protective order
      or
      similar protection, the Party receiving the demand or request for disclosure
      of
      confidential information shall furnish only that portion of the confidential
      information that is legally required to be furnished and will exercise
      reasonable efforts to obtain reliable assurance that confidential treatment
      will
      be afforded the confidential information.

     

    
      	
              Article
                26

            	
              Assignment
                and Change in Control

            


    

     

    
      	 	
              26.1

            	
              Eligible
                Assignees

            


    

     

    An
      Eligible Assignee is an:

     

    
      	 	
              (i.)

            	
              Affiliate
                of the Purchaser, or

            


    

     

    
      	 	
              (ii.)

            	
              Engineering
                or construction contractor under contract with the Purchaser for
                the
                installation of the Equipment, provided that the Eligible Assignee
                offers
                Purchaser satisfactory evidence of its ability (both financial and
                otherwise) to fulfill the obligations of Purchaser
                hereunder.

            


    

     

    
      	 	
              26.2

            	
              Purchaser’s
                Right to Assign to Eligible
                Assignees

            


    

     

    The
      Purchaser may once assign its rights and delegate its obligations under this
      Contract to an Eligible Assignee, provided that:

     

    
      	
              MMC
                Energy/ Escondido / Revision06 /02 May 2008

            	 
	
              GE
                AEPU.S. Contract Form Rev. 1 (February 10, 2003)
                ;
                JEA Rev Dec. 5, 2005

            	
              Page 29

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Contract
        For U.S. Based Sale of Equipment and Services 

      
        

      

    

     

    
      	 	
              (i)

            	
              The
                Purchaser shall notify the Seller of its intent to assign no less
                than ten
                business days prior to the execution of any such
                assignment;

            


    

     

    
      	 	
              (ii)

            	
              The
                Purchaser shall either:

            


    

     

    
      	 	
              (a.)

            	
              Guarantee
                the obligations of the assignee by executing a guaranty in a form
                acceptable to Seller or

            


    

     

    
      	 	
              (b.)

            	
              Retain
                its obligations under any payment, indemnity and bonus provisions
                of the
                Contract;

            


    

     

    
      	 	
              (iii)

            	
              The
                first assignee may not further assign or delegate any rights or
                obligations hereunder except to the original Purchaser;
                and

            


    

     

    
      	 	
              (iv)

            	
              The
                Purchaser shall in no event assign to its engineering or construction
                contractor the right to receive liquidated damages under this
                Contract.

            


    

     

    
      	 	
              26.3

            	
              Collateral
                Assignment

            


    

     

    The
      Purchaser may also assign a collateral interest in the Contract to a lender
      who
      is not an Eligible Assignee as collateral security for a loan for the
      acquisition of the Equipment, provided however, that Purchaser and Lender agree
      that any future assignment to the Lender shall occur only as the result of
      the
      exercise by Lender of its remedies under the loan agreements relative to a
      bankruptcy or liquidation of Purchaser. Under no circumstances, however, shall
      a
      collateral assignment require Seller to deliver Equipment to Purchaser or an
      assignee if Seller has not been fully paid for such Equipment.

     

    
      	 	
              26.4

            	
              All
                Other Assignments and Transfers by
                Purchaser

            


    

     

    All
      other
      assignments or transfers by Purchaser of any or all of its duties or rights
      under this Contract (by operation of law or otherwise) are subject to Seller’s
      prior written consent. Further, Purchaser agrees that, until Purchaser receives
      title to the Equipment as set forth herein, Purchaser shall not, directly or
      indirectly sell, offer to sell or otherwise broker the Equipment.

     

    
      	
            	26.5	
              Seller’s
                Right to Assign

            


    

     

    The
      Seller may assign its rights and delegate its obligations under this Contract
      to
      any Affiliate or subsidiary company. Seller may assign its rights and
      obligations to other parties with the prior written consent of
      Purchaser.

     

    
      	
              MMC
                Energy/ Escondido / Revision06 /02 May 2008

            	 
	
              GE
                AEPU.S. Contract Form Rev. 1 (February 10, 2003)
                ;
                JEA Rev Dec. 5, 2005

            	
              Page 30

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Contract
        For U.S. Based Sale of Equipment and Services 

      
        

      

    

     

    
      	 	
              26.6

            	
              Conditions

            


    

     

    Any
      assignment shall be subject to all limitations of liability contained in the
      Contract. The Purchaser may not assign this Contract except in accordance with
      this Article. Any purported assignment not in accordance with this Article
      shall
      be void and without effect.

     

    
      	 	
              26.7

            	
              Change
                in Control of Purchaser

            


    

     

    If
      the
      Seller believes that a change in the ownership or control of the Purchaser
      prejudices the Seller’s ability to enforce its rights under this Contract, the
      Purchaser shall furnish such additional security as the Seller shall reasonably
      require.

     

    
      	
              Article
                27

            	
              Dispute
                Resolution

            


    

     

    
      	 	
              27.1

            	
              Referral
                to Senior Management

            


    

     

    Any
      and
      all controversies, disputes or differences between the Parties to this Contract,
      if not amicably settled by the Parties with thirty (30) days following written
      notice of dispute, shall be referred to senior management of the Parties for
      resolution. In the event the dispute has not been resolved within forty-five
      (45) days following referral to senior management, or such longer period as
      the
      Parties may mutually agree, then either Party may, upon ten (10) days notice
      to
      the other party, institute arbitration in accordance with the following
      paragraphs.

     

    
      	
            	27.2	
              Arbitration

            


    

     

    Any
      and
      all controversies, disputes or differences between the Parties to this Contract,
      if not resolved by referral to Senior Management, shall be resolved by
      arbitration pursuant to the Rules of the Center for Public Resources ("CPR")
      for
      Non-Administered Arbitration of Business Disputes as in effect at the time
      of
      the arbitration. The parties consent to a single, consolidated arbitration
      for
      all Disputes for which arbitration is permitted. The neutral organization for
      purposes of the CPR rules will be the CPR. The arbitral tribunal shall be
      composed of one arbitrator selected by agreement of the parties or, in the
      absence of such agreement within 60 days after either party first proposes
      an
      arbitrator, by the CPR. The arbitration shall be conducted in Houston. Both
      Parties shall have the right to present documentary evidence and witnesses
      and
      the right to cross-examine witnesses. On request of either Party, a transcript
      of the hearings shall be prepared and made available to the Parties. The
      arbitrators shall determine the Dispute in accordance with the Governing Law
      without giving effect to any conflict of law rules or other rules that might
      render such law inapplicable or unavailable, and shall apply this Agreement
      according to its terms. While recognizing that the Rules of the CPR govern
      any
      arbitration hereunder, the parties hereby specifically authorize the arbitrator
      to grant dispositive or partially dispositive motions where such relief would
      be
      warranted under the Federal Rules of Civil Procedure, and such relief should
      be
      granted where appropriate. The arbitrators shall not, however, have the power
      to:

     

    
      	
              MMC
                Energy/ Escondido / Revision06 /02 May 2008

            	 
	
              GE
                AEPU.S. Contract Form Rev. 1 (February 10, 2003)
                ;
                JEA Rev Dec. 5, 2005

            	
              Page 31

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Contract
        For U.S. Based Sale of Equipment and Services 

      
        

      

    

     

    
      	 	
              (i.)

            	
              Impose
                obligations involving the limitations of liability or applicable
                remedies
                other than those set forth in and permitted by this
                Contract;

            


    

     

    
      	 	
              (ii.)

            	
              Award
                any damages excluded by Article 24.2
                of
                this Contract or

            


    

     

    
      	 	
              (iii.)

            	
              Otherwise
                award damages inconsistent with the terms of the
                contract.

            


    

     

    The
      Arbitrators shall be instructed to provide a detailed written opinion, in the
      English language, setting forth the basis for each of their findings. Reasonable
      expenses of the arbitration shall be borne in accordance with the decision
      of
      the arbitration.

     

    The
      written decision of the arbitrators shall be final and binding upon both
      Parties. In the context of an attempt by either party to enforce an arbitral
      award or order, any defenses relating to the parties' capacity or the validity
      of this Agreement or any related agreement under any law are hereby waived;
      and
      judgment on any award or order resulting from an arbitration conducted under
      this paragraph may be entered and enforced in any court, in any country, having
      jurisdiction thereof or having jurisdiction over any of the parties or any
      of
      their assets. Except as expressly permitted by this Agreement, no party will
      commence or voluntarily participate in any court action or proceeding concerning
      a Dispute, except:

     

    
      	 	
              (i.)

            	
              For
                enforcement of an arbitral award,
                or

            


    

     

    
      	 	
              (ii.)

            	
              To
                restrict or vacate an arbitral decision based on the grounds specified
                under applicable law and not waived
                above.

            


    

     

    Article
      28 
      Governing Law

     

    This
      Contract shall be construed and interpreted in accordance with the laws of
      the
      State of New York, excluding its conflict of law rules (the “Governing Law of
      the Contract”), provided that any provision of such law invalidating any
      provision of this Contract or modifying the intent of the Parties as expressed
      in the terms of this Contract shall not apply.

     

    
      	
              MMC
                Energy/ Escondido / Revision06 /02 May 2008

            	 
	
              GE
                AEPU.S. Contract Form Rev. 1 (February 10, 2003)
                ;
                JEA Rev Dec. 5, 2005

            	
              Page 32

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Contract
        For U.S. Based Sale of Equipment and Services 

      
        

      

    

     

    
      	
              Article
                29

            	
              Software
                License

            


    

     

    
      	 	
              29.1

            	
              Grant
                of License

            


    

     

    Purchaser
      is granted a limited license for any Software within the Scope of Supply. All
      Software is protected by the copyright laws of the United States and by
      applicable international treaties. No rights under copyrights are transferred
      to
      Purchaser, except as specifically provided herein. All Software provided by
      Seller remains Seller’s property. If Purchaser receives Software that renders
      Software that Purchaser then has redundant, Purchaser must return the redundant
      Software to Seller or certify in writing that Purchaser has erased all copies
      of
      it. This license allows Purchaser to:

     

    
      	 	
              (i.)

            	
              Use
                the Software only on the Equipment on which it is installed at the
                time of
                delivery or, if Software is supplied separately, in connection with
                Equipment supplied by Seller. Purchaser must obtain a supplementary
                license from Seller (which Seller may or may not grant in its sole
                discretion) before using the Software in connection with any other
                equipment or for any other purpose.

            


    

     

    
      	 	
              (ii.)

            	
              Make
                one copy of the Software in machine-readable form solely for backup
                purposes. Purchaser must reproduce on each copy the copyright notice
                and
                any other proprietary legends that were on the original
                copy.

            


    

     

    
      	 	
              (iii.)

            	
              Transfer
                the Software and all rights under this license to another party as
                part of
                the sale of the Equipment with which it is used, but only if the
                other
                Party agrees in writing to be bound by the terms of this Article
                and the
                other provisions of the Contract.

            


    

     

    
      	 	
              29.2

            	
              Distribution
                and Derivative Works

            


    

     

    Purchaser
      may not distribute copies of the Software to others or electronically transfer
      the Software from one computer to another over a network. The Software contains
      trade secrets. In order to protect them Purchaser may not decompile, reverse
      engineer, disassemble, or otherwise reduce the Software to a human-perceivable
      form. PURCHASER MAY NOT MODIFY, ADAPT, TRANSLATE, RENT, LEASE, LOAN, RESELL
      FOR
      PROFIT, DISTRIBUTE, NETWORK, OR CREATE DERIVATIVE WORKS BASED UPON THE SOFTWARE
      OR ANY PART THEREOF.

     

    
      	 	
              29.3

            	
              Upgrades

            


    

     

    Nothing
      herein shall be deemed to create an obligation on the part of Seller to provide
      any upgrade or revision to any Software other than pursuant to a specific
      written obligation to do so.

     

    
      	
              MMC
                Energy/ Escondido / Revision06 /02 May 2008

            	 
	
              GE
                AEPU.S. Contract Form Rev. 1 (February 10, 2003)
                ;
                JEA Rev Dec. 5, 2005

            	
              Page 33

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Contract
        For U.S. Based Sale of Equipment and Services 

      
        

      

    

     

    
      	
              Article
                30

            	
              Contract
                Documents

            


    

     

    The
      following documents shall comprise the Contract, and shall together be referred
      to as the “Contract”:

     

    
      	
              (i.)

            	
              This
                Contract, and

            


    

     

    
      	
              (ii.)

            	
              The
                enumerated Appendices hereto (all of which shall be incorporated
                herein by
                this reference)

            


    

     

    
      	
              Article
                31

            	
              Effective
                Date

            


    

     

    The
      Effective Date of this Contract shall be the last to occur of the:

     

    
      	
              (i.)

            	
              Date
                when it has been signed by both Parties
                and

            


    

     

    
      	
              (ii.)

            	
              Last
                date when any other conditions to effectiveness set forth in Attachment
                3
                have been met.

            


    

     

    Notice
      to
      Proceed shall be deemed to have been given by Purchaser to Seller upon Seller’s
      receipt of the first payment listed on Attachment 3.

     

    
      	
              Article
                32

            	
              Entire
                Agreement

            


    

     

    This
      Contract represents the entire agreement between the Parties and no
      modification, amendment, rescission, waiver or other change shall be binding
      on
      either Party unless assented to in writing by the Party’s authorized
      representative. This Contract supersedes all previous written or verbal
      agreements regarding the Project, including any previous proposal,
      Agreement-in-Principle or Memorandum of Understanding. Any oral or written
      representation, warranty, course of dealing or trade usage not contained or
      referenced herein shall not be binding on either Party. Each Party agrees that
      it has not relied on, or been induced by, any representations of the other
      Party
      not contained in this Contract.

     

    
      	Article
              33	
              Miscellaneous
                Provisions

            


    

     

    
      	 	
              33.1

            	
              Third-Party
                Beneficiaries

            


    

     

    Except
      as
      provided in the Article
      24,
      these
      provisions are for the benefit of the Parties hereto and not for any other
      third
      party.

     

    
      	
              MMC
                Energy/ Escondido / Revision06 /02 May 2008

            	 
	
              GE
                AEPU.S. Contract Form Rev. 1 (February 10, 2003)
                ;
                JEA Rev Dec. 5, 2005

            	
              Page 34

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Contract
        For U.S. Based Sale of Equipment and Services 

      
        

      

    

     

    
      	 	
              33.2

            	
              Export
                Control

            


    

     

    All
      sales
      hereunder of U.S.-origin goods and related technical data (including software)
      shall at all times be subject to the export control laws and regulations of
      the
      U.S. Government and any amendments thereof. The Purchaser agrees that it shall
      not make any disposition by way of transshipment, export, diversion or
      otherwise, except as said laws and regulations may expressly permit, of
      U.S.-origin goods and related technical data (including software) supplied
      by
      the Seller.

     

    
      	 	
              33.3

            	
              Survival

            


    

     

    The
      Articles with the following titles shall survive termination of this Contract:
      Taxes, Warranty, Patents, General Indemnity, Limitation of Liability,
      Proprietary Information and Miscellaneous Provisions.

     

    
      	 	
              33.4

            	
              Non-Waiver

            


    

     

    Waiver
      by
      either Party of any right under this Contract shall not be deemed a waiver
      by
      such Party of any other right hereunder.

     

    
      	 	
              33.5

            	
              Invalidity

            


    

     

    The
      invalidity in whole or in part of any part of this Contract shall not affect
      the
      validity of the remainder of the Contract.

     

    
      	 	
              33.6

            	
              No
                Nuclear Use

            


    

     

    The
      Equipment and Services sold hereunder are not intended for application (and
      shall not be used) in connection with any nuclear installation or activity
      and
      Purchaser warrants that it shall not use the Equipment and Services for such
      purposes, or permit others to use or permit others to use the Equipment or
      Services for any such purposes. If, in breach of the foregoing, any such use
      occurs, Seller shall have no liability for any nuclear or other damage, injury
      or contamination, and Purchaser shall indemnify Seller, its Affiliates and
      suppliers of every type and tier against any such liability, whether arising
      as
      a result of breach of contract, warranty, indemnity, tort (including
negligence),
      strict liability or otherwise.

     

    
      	 	
              33.7

            	
              Changes
                and Improvements Beyond Scope

            


    

     

    It
      is
      understood that Seller has the right to make changes in product design and
      add
      improvements to products or services at any time without incurring any
      obligations to install the same on or in connection with the Equipment and
      Services provided hereunder.

     

    
      	
              MMC
                Energy/ Escondido / Revision06 /02 May 2008

            	 
	
              GE
                AEPU.S. Contract Form Rev. 1 (February 10, 2003)
                ;
                JEA Rev Dec. 5, 2005

            	
              Page 35

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Contract
        For U.S. Based Sale of Equipment and Services 

      
        

      

    

     

    
      	 	
              33.8

            	
              Counterparts

            


    

     

    This
      Contract may be signed in any number of counterparts, each of which shall
      constitute one and the same instrument.

     

    
      	
              MMC
                Energy/ Escondido / Revision06 /02 May 2008

            	 
	
              GE
                AEPU.S. Contract Form Rev. 1 (February 10, 2003)
                ;
                JEA Rev Dec. 5, 2005

            	
              Page 36

            

 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Contract
        For U.S. Based Sale of Equipment and Services 

      
        

      

    

     

    IN
      WITNESS WHEREOF
      the
      Parties have caused this document to be executed by their authorized
      representatives as of the Effective Date.


     

    
      	Seller	 	
              Purchaser

            
	 	 	 	 
	GE
              PACKAGED POWER, INC.	 	
              MMC
                ENERGY, INC.

            
	 	 	 	 	 
	
              By: 

            	
              /s/
                Andrew Morton

            	 	
              By:

            	/s/
              Denis Gagnon
	 	
              (Signature)

            	 	 	
              (Signature)

            
	 	 	 	 	 
	 	Andrew
              Morton	 	 	Denis
              Gagnon
	 	
              (Printed
                Name)

            	 	 	
              (Printed
                Name)

            
	 	 	 	 	 
	 	 	 	 	 
	 	
              (Title)

            	 	 	
              (Title)

            
	 	 	 	 	 
	 	May
              15, 2008	 	 	May
              15, 2008
	 	
              (Date)

            	 	 	
              (Date)

            


    

     

    
      	
              MMC
                Energy/ Escondido / Revision06 /02 May 2008

            	 
	
              GE
                AEPU.S. Contract Form Rev. 1 (February 10, 2003)
                ;
                JEA Rev Dec. 5, 2005

            	
              Page 37

            


    

     

    Attachment
      1

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Contract
        For U.S. Based Sale of Equipment and Services 

      
        

      

    

     

    Defined
      Terms

     

    The
      following defined terms will be used throughout this Contract:

     

    
      	
              a)

            	
              “Affiliate”
                shall mean any entity that directly or indirectly controls, is controlled
                by or is under common control with a Party. For the purposes of this
                definition, "control" means the possession, directly or indirectly,
                of the
                power to direct or cause the direction of the management and policies
                of
                the controlled entity, whether through the ownership of voting securities
                or partnership or other ownership interests or by contract or
                otherwise.

            


    

     

    
      	
              b)

            	
              “Ambient
                Site Conditions”
                shall have the meaning ascribed in Article 17.2.

            


    

     

    
      	
              c)

            	
              “Change
                in Laws”
                or shall mean a change to a Law, or a change in the interpretation
                or
                application of a Law by the cognizant executive or judicial authorities
                occurring after the date of Seller’s original proposal to Purchaser.
                

            


    

     

    
      	
              d)

            	
              “Change
                Order”
                shall mean a written agreement to change the Equipment or Services
                which
                describes the change, identifies the writing as a Change Order, sets
                out
                adjustments, if any, in the Contract Price or Unit Price and any
                other
                provision of this Contract which is affected, and is signed by both
                Parties.

            


    

     

    
      	
              e)

            	
              “Codes
                and Standards”
                shall have the meaning ascribed in Article 17.2.

            


    

     

    
      	
              f)

            	
              “Contract
                Documents”
                shall have the meaning ascribed in Article
                30.

            


    

     

    
      	
              g)

            	
              “Contract
                Price”
                shall mean the total firm price as consideration for the Equipment
                and the
                Services, as set forth in Article
                3
                and as may be adjusted from time to time in accordance with this
                Contract.

            


    

     

    
      	
              h)

            	
              “Customer
                Collaboration System”
                shall have the meaning ascribed in Article 17.10.

            


    

     

    
      	
              i)

            	
              “Delivery”
                of the Equipment shall occur upon the event described in Article
                8.

            


    

     

    
      	
              j)

            	
              “Delivery
                Point”
                shall have the meaning ascribed in Article 7.3.

            


    

     

    
      	
              k)

            	
              “Effective
                Date”
                shall mean the date described in Article
                31.

            


    

     

    
      	
              l)

            	
              “Equipment”
                shall mean all of the equipment described in the “Equipment” portion of
                Attachment 2.

            


    

     

    
      	
              m)

            	
              “Eligible
                Assignee”
                shall have the meaning ascribed in Article 26.1.

            


    

     

    
      	
              MMC
                Energy/ Escondido / Revision06 /02 May 2008

            	 
	
              GE
                AEPU.S. Contract Form Rev. 1 (February 10, 2003)
                ;
                JEA Rev Dec. 5, 2005

            	
              Page 38

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Contract
        For U.S. Based Sale of Equipment and Services 

      
        

      

    

     

    
      	
              n)

            	
              “Federal
                Laws”
                shall have the meaning ascribed in Article 17.2.

            


    

     

    
      	
              o)

            	
              “Governing
                Law of the Contract”
                shall have the meaning ascribed in Article
                28.

            


    

     

    
      	
              p)

            	
              “Law”
                or “Laws”
                shall mean those laws, regulations, decrees or similar orders with
                mandatory effect issued by the legislative, judicial or executive
                branch
                of the relevant government, in effect as of the date of Seller’s original
                proposal to Purchaser, to the extent such laws, regulations, decrees
                or
                similar orders are applicable to the scope of this
                Contract.

            


    

     

    
      	
              q)

            	
              “Local
                Laws”
                shall be those local Laws that are (a) identified by Purchaser in
                Attachment 2, (b) in effect as of the Notice to Proceed and (c) agreed
                to
                be incorporated into the manufacturing of the Unit by Seller. If
                no Local
                Laws are set forth in Attachment 2 and agreed to by Seller, the
                manufacturing process shall not incorporate any consideration of
                Local
                Laws.

            


    

     

    
      	
              r)

            	
              “Major
                Components”
                shall have the meaning set forth in Article
                8.

            


    

     

    
      	
              s)

            	
              “Minimum
                Performance Criteria”
                shall mean 95% of the Performance Guarantee for output and 105% of
                the
                Performance Guarantee for heat
                rate.

            


    

     

    
      	
              t)

            	
              “Minor
                Components”
                shall have the meaning set forth in Article
                8.

            


    

     

    
      	
              u)

            	
              “Must
                Meet Remedy”
                is
                a one-time rather than continuing obligation on the part of Seller
                to
                repair or replace the Equipment so that the Equipment meets a designated
                performance criteria (e.g., the Minimum Performance Criteria). A
                Must Meet
                Remedy is offered in lieu of other remedies such as liquidated damages
                or
                warranty.

            


    

     

    
      	
              v)

            	
              “Notice
                of RTS”
                shall mean Seller’s notice of readiness to ship the Equipment, or relevant
                portion thereof, from the relevant factory or
                warehouse.

            


    

     

    
      	
              w)

            	
              “Notice
                to Proceed”
                shall have the meaning ascribed in Article
                31.

            


    

     

    
      	
              x)

            	
              “On-Site
                Services”
                are described in Attachment
                12.

            


    

     

    
      	
              y)

            	
              “Order
                Definition Meeting”
                shall
                mean a project kick-off meeting between the Seller's project execution
                team and the Purchaser's project
                team.

            


    

     

    
      	
              z)

            	
              “Options”
                shall have the meaning ascribed in Article
                4.

            


    

     

    
      	
              aa)

            	
              “Owner”
                shall mean that corporation, partnership, or individual which owns
                the
                facility in which the Equipment will be
                installed.

            


    

     

    
      	
              MMC
                Energy/ Escondido / Revision06 /02 May 2008

            	 
	
              GE
                AEPU.S. Contract Form Rev. 1 (February 10, 2003)
                ;
                JEA Rev Dec. 5, 2005

            	
              Page 39

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Contract
        For U.S. Based Sale of Equipment and Services 

      
        

      

    

     

    
      	
              bb)

            	
              “Party”
                and "Parties”
                shall have the meanings ascribed in the foreword to this
                Contract.

            


    

     

    
      	
              cc)

            	
              “Payment
                Schedule”
                shall mean the schedule of payments attached to this Contract as
                Attachment 3.

            


    

     

    
      	
              dd)

            	
              “Performance
                Guarantees”
                shall mean the guaranteed values identified in the Stamped Guarantee
                Sheet
                attached hereto as Attachment
                9.

            


    

     

    
      	
              ee)

            	
              “Project”
                shall mean Purchaser’s power generation
                project.

            


    

     

    
      	
              ff)

            	
              “Purchaser”
                shall mean the entity so identified in the foreword to this
                Contract.

            


    

     

    
      	
              gg)

            	
              “Scheduled
                RTS Date”
                shall mean the date by which Seller will provide Notice of RTS for
                the
                Unit, as set forth in Attachment 7
                hereto.

            


    

     

    
      	
              hh)

            	
              “Scope
                of Supply”
                shall mean the Equipment plus the Services, as set forth in Attachment
                2.

            


    

     

    
      	
              ii)

            	
              “Seller”
                shall mean the entity so identified in the foreword to this Contract.
                

            


    

     

    
      	
              jj)

            	
              “Services”
                shall mean all of the those services described in the “Services” portion
                of Attachment 2.

            


    

     

    
      	
              kk)

            	
              “Site”
                shall mean the location of the Project and place where the Equipment
                will
                be installed, as indicated in the Recitals to this
                Contract.

            


    

     

    
      	
              ll)

            	
              “Site
                Requirements”
                shall have the meaning ascribed in Article
                17.

            


    

     

    
      	
              mm)

            	
              “Software”
                means a computer program or compilation of data that is fixed in
                any
                tangible medium of expression, or any storage medium from which the
                program may be perceived, reproduced or otherwise communicated, either
                directly or with the aid of a machine or device, and shall include
                without
                limitation any of Seller’s proprietary operating Software, provided for
                the ordinary operation of the Equipment, any optional Software to
                enhance
                the operation of the Equipment, as well as any upgrades or revisions
                of
                this material the Seller provides in fulfillment of a specific written
                commitment or otherwise.

            


    

     

    
      	
              nn)

            	
              “State
                Laws”
                shall be those state Laws that are (a) identified by Purchaser in
                Attachment 2, (b) in effect as of the Notice to Proceed and (c) agreed
                to
                be incorporated into the manufacturing of the Unit by Seller. If
                no State
                Laws are set forth in Attachment 2 and agreed to by Seller, the
                manufacturing process shall not incorporate any consideration of
                State
                Laws.

            


    

     

    
      	
              MMC
                Energy/ Escondido / Revision06 /02 May 2008

            	 
	
              GE
                AEPU.S. Contract Form Rev. 1 (February 10, 2003)
                ;
                JEA Rev Dec. 5, 2005

            	
              Page 40

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Contract
        For U.S. Based Sale of Equipment and Services 

      
        

      

    

     

    
      	
              oo)

            	
              “Subcontractor(s)”
                shall mean any corporation, partnership, or individual having a contract
                with the Seller to supply labor or other services to be performed
                at the
                Site in connection with this
                Contract.

            


    

     

    
      	
              pp)

            	
              “Supplier(s)”
                shall mean any corporation, partnership, or individual having a contract
                with the Seller to supply material, equipment, labor, goods, or services
                to the Seller in connection with its obligations under this Contract,
                other than contracts labor or other services to be performed at the
                Site.

            


    

     

    
      	
              qq)

            	
              “Termination
                Schedule”
                shall mean the schedule of termination charges attached to this Contract
                as Attachment 5.

            


    

     

    
      	
              rr)

            	
              “Training
                Services”
                are described in Attachment
                13.

            


    

     

    
      	
              ss)

            	
              “Unit”
                shall mean a single gas turbine and its associated generator, together
                with those accessories associated only with that gas
                turbine.

            


    

     

    
      	
              tt)

            	
              “Unit
                Price”
                shall have the meaning ascribed in Article
                3.

            


    

     

    
      	
              uu)

            	
              “Warranty
                Period”
                shall have the meaning ascribed in Article
                13.

            


    

     

    
      	
              MMC
                Energy/ Escondido / Revision06 /02 May 2008

            	 
	
              GE
                AEPU.S. Contract Form Rev. 1 (February 10, 2003)
                ;
                JEA Rev Dec. 5, 2005

            	
              Page 41